SEC Form DEF 14A filed

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant    ☒

Filed by a Party other than the Registrant    ☐

Check the appropriate box:

 

☐	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☒	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material Pursuant to §240.14a-12

CARNIVAL CORPORATION

CARNIVAL PLC

 

(Name of Registrants as Specified in Its Charter)

 

  

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

☒	No fee required.

 

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

1)	Title of each class of securities to which transaction applies:

 

 

 

2)	Aggregate number of securities to which transaction applies:

 

 

 

3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

4)	Proposed maximum aggregate value of transaction:

 

 

 

5)	Total fee paid:

 

 

 

☐	Fee paid previously with preliminary materials.

 

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

1)	Amount previously paid:

 

 

 

2)	Form, Schedule or Registration Statement No.:

 

 

 

3)	Filing Party:

 

 

 

4)	Date Filed:

 

 

 

 

NOTICE OF 2021 ANNUAL MEETINGS

OF SHAREHOLDERS AND

PROXY STATEMENT

Tuesday, April 20, 2021

at 8:30 a.m., local time

Carnival Place

3655 NW 87^th Avenue

Miami, Florida 33178

United States

 

 

 

TABLE OF CONTENTS

 

LETTER TO SHAREHOLDERS FROM THE CHAIR			1
VOTING INFORMATION			2
NOTICE OF 2021 ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS			3
NOTICE OF 2021 ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS			6
PROXY STATEMENT			13
GOVERNANCE			14
PROPOSALS 1-12 Election or Re-Election of Directors			14
Board and Committee Governance			23
Director Compensation			29
Related Person Transactions			32
SHARE OWNERSHIP			35
Share Ownership of Certain Beneficial Owners and Management			35
COMPENSATION			39
PROPOSAL 13 Advisory (Non-Binding) Vote to Approve Executive Compensation			39
PROPOSAL 14 Advisory (Non-Binding) Vote to Approve the Carnival plc Directors’ Remuneration Report			40
Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report – Part I			40
Report of the Compensation Committees			63
Compensation Committee Interlocks and Insider Participation			63
Compensation Tables			63
Potential Payments Upon Termination or Change of Control			70
U.S. CEO Pay Ratio			74
AUDIT MATTERS			75
Report of the Audit Committees			75
Independent Registered Public Accounting Firm			76
PROPOSALS 15  & 16 Re-Appointment and Remuneration of Independent Auditors of Carnival plc and Ratification of Independent Registered Public Accounting Firm of Carnival Corporation			77
OTHER PROPOSALS			78
PROPOSAL 17 Receipt of Accounts and Reports of Carnival plc			78
PROPOSALS 18 & 19 Approval of the Grant of Authority to Allot New Carnival plc Shares and the Disapplication of Pre-Emption Rights Applicable to the Allotment of New Carnival plc Shares			78
PROPOSAL 20 General Authority to Buy Back Carnival plc Ordinary Shares			80
PROPOSAL 21 Approval of the Amendment of the Carnival Corporation 2020 Stock Plan			81
QUESTIONS AND ANSWERS			96
Questions Applicable to All Shareholders			96
Questions Specific to Shareholders of Carnival Corporation			101
Questions Specific to Shareholders of Carnival plc			104
ANNEX A Carnival plc Directors’ Report			A-1
ANNEX B Carnival plc Directors’ Remuneration Report – Part II			B-1
ANNEX C Carnival plc Corporate Governance Report			C-1
ANNEX D Amendment of the Carnival Corporation 2020 Stock Plan			D-1

 

Carnival Corporation & plc 2021 Proxy Statement		i

 

LETTER TO SHAREHOLDERS FROM THE CHAIR

Dear Fellow Shareholders:

You are cordially invited to attend our joint Annual Meetings of Shareholders at Carnival Place, 3655 NW 87^th Avenue, Miami, Florida 33178, United States on Tuesday, April 20, 2021. The meetings will commence at 8:30 a.m., and although there are technically two separate meetings (the Carnival plc meeting will begin first), shareholders of Carnival Corporation may attend the Carnival plc meeting and vice-versa.

Details regarding the matters to be voted on are contained in the attached Notices of Annual Meetings of Shareholders and Proxy Statement. Because of the dual listed company arrangement, all voting will take place on a poll (or ballot).

As the current situation with COVID-19 evolves, we continue to closely monitor the public health advisors and governmental regulations and guidelines on holding large public events and gatherings, as well as travel bans. Based on this advice at the time of writing, the Boards have decided to make some changes to the format of the Annual Meetings of Shareholders this year. Please read the section “Safety and Security Measures” included in the Notices of Annual Meetings below for further details on how we plan to conduct the meetings to prioritize the safety and security of our employees, shareholders and other stakeholders.

While we welcome the opportunity to engage with our shareholders in person at the Annual Shareholders Meetings, we strongly encourage shareholders to follow public health advice before deciding whether to attend the meeting or not.

Your vote is important. We encourage you to vote as soon as possible to ensure your vote is recorded promptly, even if you plan to attend the Annual Meetings of Shareholders.

The Boards will continue to monitor the situation closely and may need to make further adjustments to how the Annual Shareholders Meetings are conducted. Shareholders planning to attend the meeting should therefore check the “Investor Relations” section of our website at www.carnivalcorp.com or www.carnivalplc.com for any updates. The Boards of Directors recommend that you vote in favor of Proposals 1 through 21 and consider their approval to be in the best interests of Carnival Corporation and Carnival plc and their shareholders.

Thank you for your ongoing interest in, and continued support of, Carnival Corporation & plc.

 

March 11, 2021				Sincerely,
				Micky Arison
				Chair of the Boards of Directors

 

Carnival Corporation & plc 2021 Proxy Statement		1

VOTING INFORMATION

Your vote is important. We encourage you to vote as soon as possible, even if you plan to attend the Annual Meetings of Shareholders.

Who is Eligible to Vote?

 

Carnival Corporation Shareholders		Carnival plc Shareholders
You are eligible to vote if you were a shareholder as of the close of business (EDT) on February 19, 2021.		You are eligible to vote if you are a shareholder as of 6:30 p.m. (BST) on April 16, 2021.

How to Vote?

To make sure your vote is counted, please cast your vote as soon as possible by one of the following methods:

 

Carnival Corporation Shareholders*				Carnival plc Shareholders
•		Using the Internet at www.proxyvote.com		•		Using the Internet at www.sharevote.co.uk
•		Calling toll-free 1-800-690-6903		•		Using CREST electronic proxy appointment service (if you hold your shares through CREST)
•		Mailing your signed form		•		Mailing your signed proxy form

 

*	If you are a record holder or your bank or broker utilizes Broadridge. Otherwise, your bank or broker will provide you with instructions on how to vote.

All eligible shareholders may vote in person at the 2021 Annual Meetings of Shareholders. Please refer to details about how to vote in person in the “Question and Answers” section.

 

Important Note: If you plan to attend the 2021 Annual Meetings of Shareholders please see the Notice of Annual Meetings for important details on admission requirements.

Directions

For directions to the 2021 Annual Meetings of Shareholders, you may contact Investor Relations at Carnival Corporation & plc, 3655 N.W. 87^th Avenue, Miami, Florida 33178-2428, United States or via email at [email protected].

Enroll for Electronic Delivery

We encourage shareholders to sign up to receive future proxy materials electronically. If you have not already enrolled, please consider doing so as it is simple, saves time and money, and is environmentally friendly.

 

Carnival Corporation Shareholders		Carnival plc Shareholders
www.investordelivery.com		www.shareview.co.uk

 

2				Carnival Corporation & plc 2021 Proxy Statement

Carnival Place

3655 N.W. 87^th Avenue

Miami, Florida 33178-2428

United States

 

NOTICE OF 2021 ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS

 

When		Where
Tuesday, April 20, 2021 8:30 a.m., local time		Carnival Place 3655 NW 87th Avenue Miami, Florida 33178 United States

We are pleased to invite you to attend Carnival Corporation’s 2021 Annual Meeting of Carnival Corporation Shareholders.

Items of Business

 

1.	To re-elect Micky Arison as a Director of Carnival Corporation and as a Director of Carnival plc.

 

2.	To re-elect Sir Jonathon Band as a Director of Carnival Corporation and as a Director of Carnival plc.

 

3.	To re-elect Jason Glen Cahilly as a Director of Carnival Corporation and as a Director of Carnival plc.

 

4.	To re-elect Helen Deeble as a Director of Carnival Corporation and as a Director of Carnival plc.

 

5.	To re-elect Arnold W. Donald as a Director of Carnival Corporation and as a Director of Carnival plc.

 

6.	To elect Jeffery J. Gearhart as a Director of Carnival Corporation and as a Director of Carnival plc.

 

7.	To re-elect Richard J. Glasier as a Director of Carnival Corporation and as a Director of Carnival plc.

 

8.	To re-elect Katie Lahey as a Director of Carnival Corporation and as a Director of Carnival plc.

 

9.	To re-elect Sir John Parker as a Director of Carnival Corporation and as a Director of Carnival plc.

 

10.	To re-elect Stuart Subotnick as a Director of Carnival Corporation and as a Director of Carnival plc.

 

11.	To re-elect Laura Weil as a Director of Carnival Corporation and as a Director of Carnival plc.

 

Carnival Corporation & plc 2021 Proxy Statement		3

12.	To re-elect Randall J. Weisenburger as a Director of Carnival Corporation and as a Director of Carnival plc.

 

13.	To hold a (non-binding) advisory vote to approve executive compensation (in accordance with legal requirements applicable to U.S. companies).

 

14.	To hold a (non-binding) advisory vote to approve the Carnival plc Directors’ Remuneration Report (in accordance with legal requirements applicable to UK companies).

 

15.	To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors of Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Carnival Corporation.

 

16.	To authorize the Audit Committee of Carnival plc to determine the remuneration of the independent auditors of Carnival plc (in accordance with legal requirements applicable to UK companies).

 

17.	To receive the UK accounts and reports of the Directors and auditors of Carnival plc for the year ended November 30, 2020 (in accordance with legal requirements applicable to UK companies).

 

18.	To approve the giving of authority for the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies).

 

19.	To approve the disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies).

 

20.	To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market (in accordance with legal requirements applicable to UK companies desiring to implement share buy back programs).

 

21.	To approve the Amendment of the Carnival Corporation 2020 Stock Plan.

 

22.	To transact such other business as may properly come before the meeting.

Record Date

The Board of Directors set February 19, 2021 as the record date for the Annual Meeting of Carnival Corporation Shareholders. This means that our shareholders as of the close of business on that date are entitled to receive this notice of the meeting and vote their shares.

How to Vote

Your vote is important. Please review the proxy materials for the 2021 Annual Meeting of Carnival Corporation Shareholders and follow the instructions.

Meeting Admission Requirements

Attendance at the Annual Meeting of Carnival Corporation Shareholders is limited to shareholders and their duly appointed proxies or corporate representatives. Each attendee will be asked to present valid government-issued picture identification, such as a driver’s license or passport. Shareholders holding shares in brokerage accounts (“under a street name”) will need to bring a copy of a brokerage statement reflecting share ownership as of the record date (February 19, 2021).

 

4				Carnival Corporation & plc 2021 Proxy Statement

Safety and Security Measures

In the interests of mitigating any risks from the ongoing COVID-19 pandemic and to prioritize the well-being of our employees, shareholders and other stakeholders, the following measures will apply at the Annual Shareholders Meetings:

 

•

social distancing measures will be in place;

•

hand sanitizer will be provided on entry to the venue and must be used;

•

no refreshments will be provided; and

•

attendees will have to comply with the health and safety measures at the venue, including having their temperature taken and the requirement to wear a face mask covering your nose and mouth at all times.

Attendees will be required to comply with any additional federal, state and/or local government guidance in force on the day of the Annual Shareholders Meetings. You should not attend the Annual Shareholders Meetings if you are suffering from any COVID-19 symptoms or you have come into close contact with someone who has tested positive for COVID-19 within the 14 days preceding the date of the Annual Shareholders Meetings. You will be asked to complete a Health Declaration Form upon arrival.

Due to security measures, all bags will be subject to search, and all persons who attend the meeting will be subject to a metal detector and/or a hand wand search. We will be unable to admit anyone who does not comply with these safety and security procedures.

The Boards will continue to monitor the situation closely and may need to make further adjustments to how the Annual Shareholders Meetings are conducted. Shareholders planning to attend the meeting should therefore check the “Investor Relations” section of our website www.carnivalcorp.com or www.carnivalplc.com for any updates.

On behalf of the Board of Directors

 

ARNALDO PEREZ

Secretary

Carnival Corporation is continuing to take advantage of U.S. Securities and Exchange Commission (“SEC”) rules that allow it to deliver proxy materials over the Internet. Under these rules, Carnival Corporation is sending its shareholders a one-page notice regarding the Internet availability of proxy materials instead of a full set of proxy materials, unless they previously requested to receive printed copies. If you receive this one-page notice, you will not receive printed copies of the proxy materials unless you specifically request them. Instead, this notice tells you how to access and review on the Internet all of the important information contained in the proxy materials. This notice also tells you how to submit your proxy card on the Internet and how to request to receive a printed copy of the proxy materials. All Carnival Corporation shareholders are urged to follow the instructions in the notice and submit their votes using one of the voting methods described in the proxy materials. If you receive a printed copy of the proxy materials, the accompanying envelope for return of the proxy card requires no postage. Any shareholder attending the Annual Meeting of Carnival Corporation Shareholders in Miami, Florida may personally vote on all matters that are considered, in which event any previously submitted proxy will be revoked.

 

Carnival Corporation & plc 2021 Proxy Statement		5

THIS NOTICE OF ANNUAL GENERAL MEETING IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THE PROPOSALS REFERRED TO IN THIS DOCUMENT OR AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISOR AUTHORIZED UNDER THE UK FINANCIAL SERVICES AND MARKETS ACT 2000.

IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED ALL YOUR SHARES IN CARNIVAL PLC, PLEASE SEND THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS TO THE PURCHASER OR TRANSFEREE OR TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.

(incorporated and registered in England and Wales under number 4039524)

Carnival House

100 Harbour Parade

Southampton SO15 1ST

United Kingdom

 

NOTICE OF 2021 ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an ANNUAL GENERAL MEETING of Carnival plc will be held at Carnival Place, 3655 NW 87^th Avenue, Miami, Florida 33178, United States on Tuesday, April 20, 2021 at 8:30 a.m. (local time), for the purpose of considering and, if thought fit, passing the resolutions described below:

 

•

Proposals 1 through 18 and Proposal 21 will be proposed as ordinary resolutions. For ordinary resolutions, the required majority is more than 50% of the combined votes cast at this meeting and the Annual Meeting of Carnival Corporation Shareholders.

 

•

Proposal 19 and 20 will be proposed as special resolutions. For special resolutions, the required majority is not less than 75% of the combined votes cast at this meeting and the Annual Meeting Carnival Corporation Shareholders.

Election or re-election of 12 Directors named in this Proxy Statement

 

1.	To re-elect Micky Arison as a Director of Carnival Corporation and as a Director of Carnival plc.

 

2.	To re-elect Sir Jonathon Band as a Director of Carnival Corporation and as a Director of Carnival plc.

 

3.	To re-elect Jason Glen Cahilly as a Director of Carnival Corporation and as a Director of Carnival plc.

 

6				Carnival Corporation & plc 2021 Proxy Statement

4.	To re-elect Helen Deeble as a Director of Carnival Corporation and as a Director of Carnival plc.

 

5.	To re-elect Arnold W. Donald as a Director of Carnival Corporation and as a Director of Carnival plc.

 

6.	To elect Jeffery J. Gearhart as a Director of Carnival Corporation and as a Director of Carnival plc.

 

7.	To re-elect Richard J. Glasier as a Director of Carnival Corporation and as a Director of Carnival plc.

 

8.	To re-elect Katie Lahey as a Director of Carnival Corporation and as a Director of Carnival plc.

 

9.	To re-elect Sir John Parker as a Director of Carnival Corporation and as a Director of Carnival plc.

 

10.	To re-elect Stuart Subotnick as a Director of Carnival Corporation and as a Director of Carnival plc.

 

11.	To re-elect Laura Weil as a Director of Carnival Corporation and as a Director of Carnival plc.

 

12.	To re-elect Randall J. Weisenburger as a Director of Carnival Corporation and as a Director of Carnival plc.

Executive Compensation

 

13.	To hold a (non-binding) advisory vote to approve executive compensation (in accordance with legal requirements applicable to U.S. companies).

Directors’ Remuneration Report

 

14.	To hold a (non-binding) advisory vote to approve the Carnival plc Directors’ Remuneration Report (as set out in the annual report for the year ended November 30, 2020).

Re-appointment and remuneration of Carnival plc auditors and ratification of Carnival Corporation auditors

 

15.	To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors of Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Carnival Corporation.

 

16.	To authorize the Audit Committee of the Board of Directors of Carnival plc to determine the remuneration of the independent auditors of Carnival plc.

Accounts and Reports

 

17.	To receive the UK accounts and the reports of the Directors and auditors of Carnival plc for the year ended November 30, 2020.

Allotment of shares

 

18.	THAT the Directors of Carnival plc be and they are hereby authorized to allot shares in Carnival plc and to grant rights to subscribe for or convert any security into shares in Carnival plc:

 

(a)

up to a nominal amount of $101,719,355 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and

 

(b)

up to a nominal amount of $203,438,710 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with an offer by way of a rights issue:

 

•

to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

•

to holders of other equity securities as required by the rights of those securities or as the Directors of Carnival plc otherwise consider necessary,

 

Carnival Corporation & plc 2021 Proxy Statement		7

and so that the Directors of Carnival plc may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to apply until the end of next year’s Carnival plc Annual General Meeting (or, if earlier, until the close of business on July 19, 2022) but, in each case, during this period Carnival plc may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Directors of Carnival plc may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

Disapplication of pre-emption rights

 

19.

THAT, subject to Proposal 18 passing, the Directors of Carnival plc be given power to allot equity securities (as defined in the UK Companies Act 2006 (the “Companies Act”)) for cash under the authority given by that resolution and/or to sell ordinary shares held by Carnival plc as treasury shares for cash as if Section 561 of the Companies Act did not apply to any such allotment or sale, such power to be limited:

 

(a)

to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Proposal 18, by way of a rights issue only):

 

•

to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

•

to holders of other equity securities, as required by the rights of those securities, or as the Directors of Carnival plc otherwise consider necessary,

and so that the Directors of Carnival plc may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

 

(b)

in the case of the authority granted under paragraph (a) of Proposal 18 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (a) above) of equity securities or sale of treasury shares up to a nominal amount of $15,257,903,

such power to apply until the end of next year’s Annual General Meeting (or, if earlier, until the close of business on July 19, 2022) but, in each case, during this period Carnival plc may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Directors of Carnival plc may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

General authority to buy back Carnival plc ordinary shares

 

20.	THAT Carnival plc be and is generally and unconditionally authorized to make market purchases (within the meaning of Section 693(4) of the Companies Act) of ordinary shares of $1.66 each in the capital of Carnival plc subject to the following conditions:

 

(a)

the maximum number of ordinary shares authorized to be acquired is 18,383,016;

 

(b)

the minimum price (exclusive of expenses) which may be paid for an ordinary share is $1.66;

 

8				Carnival Corporation & plc 2021 Proxy Statement

(c)

the maximum price which may be paid for an ordinary share is an amount (exclusive of expenses) equal to the higher of:

 

•

105% of the average middle market quotation for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and

•

the higher of the last independent trade and the highest current independent bid for an ordinary share on the trading service venue where the purchase is carried out; and

 

(d)

unless previously revoked or renewed, this authority shall expire on the earlier of:

 

•

the conclusion of the Annual General Meeting of Carnival plc to be held in 2022; and

•

18 months from the date of this resolution (except in relation to the purchase of ordinary shares, the contract of which was entered into before the expiry of such authority).

Stock Plan

 

21.	To approve the Amendment of the Carnival Corporation 2020 Stock Plan.

Safety and Security Measures

In the interests of mitigating any risks from the ongoing COVID-19 pandemic and to prioritize the well-being of our employees, shareholders and other stakeholders, the following measures will apply at the Annual Shareholders Meetings:

 

•

social distancing measures will be in place;

•

hand sanitizer will be provided on entry to the venue and must be used;

•

no refreshments will be provided; and

•

attendees will have to comply with the health and safety measures at the venue including having their temperature taken and the requirement to wear a face mask covering your nose and mouth at all times.

Attendees will be required to comply with any additional federal, state and/or local government guidance in force on the day of the Annual Shareholders Meetings. You should not attend the Annual Shareholders Meetings if you are suffering from any COVID-19 symptoms or you have come into close contact with someone who has tested positive for COVID-19 within the 14 days preceding the date of the Annual Shareholders Meetings. You will be asked to complete a Health Declaration Form upon arrival.

Due to security measures, all bags will be subject to search, and all persons who attend the meeting will be subject to a metal detector and/or a hand wand search. We will be unable to admit anyone to the venue who does not comply with these safety and security procedures.

 

Carnival Corporation & plc 2021 Proxy Statement		9

The Boards will continue to monitor the situation closely and may need to make further adjustments to how the Annual Shareholders Meetings are conducted. Shareholders planning to attend the meeting should therefore check the “Investor Relations” section of our website at www.carnivalcorp.com or www.carnivalplc.com for any updates.

 

By Order of the Board   Arnaldo Perez Company Secretary January 26, 2021		Registered Office:   Carnival House 100 Harbour Parade Southampton SO15 1ST United Kingdom

Voting Arrangements for Carnival plc Shareholders

Carnival plc shareholders can vote in any of the following three ways:

 

•

by attending the Annual General Meeting and voting in person or, in the case of corporate shareholders, by corporate representatives;

 

•

by appointing a proxy to attend and vote on their behalf, using the proxy form enclosed with this Notice of Annual General Meeting; or

 

•

by voting electronically as described below.

Voting in person

If you come to the Annual General Meeting, please bring the attendance card (attached to the enclosed proxy form) with you. This will mean you can register more quickly.

In order to attend and vote at the Annual General Meeting, a corporate shareholder may appoint one or more individuals to act as its representative. The appointment must comply with the requirements of Section 323 of the Companies Act. Each representative should bring evidence of their appointment, including any authority under which it is signed, to the meeting. If you are a corporation and are considering appointing a corporate representative to represent you and vote your shareholding in Carnival plc at the Annual General Meeting, you are strongly encouraged to pre-register your corporate representative to make registration on the day of the meeting more efficient. In order to pre-register, please email your Letter of Representation to Carnival plc’s registrars, Equiniti Limited, at [email protected].

Voting by proxy

A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote in his or her stead. A proxy need not be a shareholder of Carnival plc. A shareholder may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To appoint more than one proxy, please follow the notes contained in the proxy form. A person who is nominated to enjoy information rights in accordance with Section 146 of the Companies Act, but who is not a shareholder, is not entitled to appoint a proxy.

If you are a person nominated to enjoy information rights in accordance with Section 146 of the Companies Act you may have a right under an agreement between you and the member by whom you

 

10				Carnival Corporation & plc 2021 Proxy Statement

were nominated to be appointed, or to have someone else appointed, as a proxy for the meeting. If you have no such right, or you have such a right but do not wish to exercise it, you may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.

To be effective, a duly completed proxy form and the authority (if any) under which it is signed, or a notarially certified copy of such authority, must be deposited (whether delivered personally or by post) at the offices of Carnival plc’s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA, United Kingdom as soon as possible and in any event no later than 1:30 p.m. (BST) on April 16, 2021. Alternatively, a proxy vote may be submitted via the Internet in accordance with the instructions set out on the proxy form.

In the case of joint registered holders, the signature of one holder on a proxy card will be accepted and the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which names stand on the register of shareholders of Carnival plc in respect of the relevant joint holding.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual, which can be viewed at www.euroclear.com. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in the Notice of Annual General Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Carnival plc may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Voting electronically

Shareholders are entitled to vote online at www.sharevote.co.uk. Shareholders voting electronically should vote as soon as possible, and in any event no later than 1:30 p.m. (BST) on April 16, 2021.

Shareholders who are entitled to attend or vote

Carnival plc, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those shareholders registered in the register of members of Carnival plc at 6:30 p.m. (BST) on April 16, 2021 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the entries on the register of members after 6:30 p.m. (BST) on April 16, 2021 shall be disregarded in determining the rights of any person to attend or vote at the meeting.

 

Carnival Corporation & plc 2021 Proxy Statement		11

Any shareholder attending the meeting has the right to ask questions. Carnival plc must cause to be answered any such question relating to the business being dealt with at the meeting, but no such answer need be given if:

 

•

to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;

•

the answer has already been given on a website in the form of an answer to a question; or

•

it is undesirable in the interests of Carnival plc or the good order of the meeting that the question be answered.

Documents available for inspection

Copies of all service agreements (including letters of appointment) between each Director and Carnival plc will be available for inspection during normal business hours on any weekday (public holidays excluded) at the registered office of Carnival plc from the date of this notice until and including the date of the meeting and at the place of the meeting for at least 15 minutes prior to and during the meeting.

*    *    *

There are 21 Proposals that require shareholder approval at the Annual General Meeting this year. The Directors unanimously recommend that you vote in favor of Proposals 1 through 21 (inclusive). The Directors encourage you to submit your vote using one of the voting methods described herein. Submitting your voting instructions by any of these methods will not affect your right to attend the meeting in person should you so choose.

Website materials

This Proxy Statement and other information required by Section 311A of the Companies Act have been posted on our website at www.carnivalcorp.com and www.carnivalplc.com.

Under Section 527 of the Companies Act, shareholders meeting the threshold requirements set out in that section have the right to require Carnival plc to publish on a website a statement setting out any matter relating to:

 

•

the audit of Carnival plc’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the Annual General Meeting; or

•

any circumstance connected with an auditor of Carnival plc ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act.

Carnival plc may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act. Where Carnival plc is required to place a statement on a website under Section 527 of the Companies Act, it must forward the statement to Carnival plc’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that Carnival plc has been required under Section 527 of the Companies Act to publish on a website.

 

12				Carnival Corporation & plc 2021 Proxy Statement

PROXY STATEMENT

The Board of Directors of each of Carnival Corporation and Carnival plc (together, “Carnival Corporation & plc,” “we,” “our” or “us”) is providing these proxy materials to you in connection with our joint Annual Meetings of Shareholders on Tuesday, April 20, 2021. The Annual Meetings of Shareholders will be held at Carnival Place, 3655 NW 87^th Avenue, Miami, Florida 33178, United States. The meetings will commence at 8:30 a.m., local time, and although technically two separate meetings (the Carnival plc meeting will begin first), shareholders of Carnival Corporation may attend the Carnival plc meeting and vice-versa.

We are furnishing the proxy materials to shareholders on or about March 11, 2021.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETINGS TO BE HELD ON APRIL 20, 2021

The Notice of Annual Meetings of Shareholders, Proxy Statement and the Annual Report are available at www.carnivalcorp.com and www.carnivalplc.com.

 

Carnival Corporation & plc 2021 Proxy Statement		13

GOVERNANCE

We are committed to governance policies and practices so that shareholder and other stakeholder interests are represented in a thoughtful and independent manner. Sound principles of corporate governance are critical to obtaining and retaining the trust of investors. They are also vital in securing respect from other key stakeholders and interested parties, including our workforce, guests and suppliers, the communities in which we conduct business, government officials and the public-at-large.

Carnival Corporation and Carnival plc operate under a dual listed company (“DLC”) arrangement with primary stock listings in the United States (“U.S.”) and the United Kingdom (“UK”). Accordingly, we implemented a single corporate governance framework consistent, to the extent possible, with the governance practices and requirements of both countries. While there are customs or practices that differ between the two countries, we believe our corporate governance framework effectively addresses the corporate governance requirements of both the U.S. and the UK.

Our corporate governance principles are set forth in our Corporate Governance Guidelines and the charters of our Board Committees. The actions described in these documents, which the Boards have reviewed and approved, implement applicable requirements, including the New York Stock Exchange listing requirements and, to the extent practicable, the UK Corporate Governance Code published by the UK Financial Reporting Council in July 2018 (the “UK Corporate Governance Code”), as well our own vision of good governance. Fiscal 2020 was the first to which the UK Corporate Governance Code applied to Carnival plc.

We will continue to monitor governance developments in the U.S. and the UK to ensure a vigorous and effective corporate governance framework of the highest international standards.

Our Corporate Governance Guidelines, copies of the charters of our Board Committees and our organizational documents are available under the “Governance” section of our website at www.carnivalcorp.com and www.carnivalplc.com.

PROPOSALS 1-12

ELECTION OR RE-ELECTION OF DIRECTORS

 

 

The Boards are elected by the shareholders to exercise business judgment to act in what they reasonably believe to be in the best interests of Carnival Corporation & plc and its shareholders. The Boards select and oversee the members of senior management, who are charged by the Boards with conducting the business of the company.

Nominations of Directors

Carnival Corporation and Carnival plc are two separate legal entities and, therefore, each has a separate Board of Directors, each of which in turn has its own Nominating & Governance Committee. As the DLC arrangement requires that there be identical Boards of Directors, the Nominating & Governance Committees make one set of determinations in relation to both companies.

The Nominating & Governance Committees actively seek individuals qualified to become Board members and recommend to the Boards the nominees to stand for election as Directors at the Annual Meetings of Shareholders or, if applicable, at a Special Meeting of Shareholders.

 

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GOVERNANCE

Election or Re-Election of Directors

 

When evaluating prospective candidates for Director, regardless of the source of the nomination, the Nominating & Governance Committees will consider, in accordance with their charter, such factors as they deem appropriate, including, but not limited to:

 

•

the candidate’s judgment;

•

the candidate’s skill;

•

diversity considerations;

•

the candidate’s experience with businesses and other organizations of comparable size;

•

the interplay of the candidate’s experience with the experience of other members of the Boards; and

•

the extent to which the candidate would be a desirable addition to the Boards and any Committees of the Boards.

Our Corporate Governance Guidelines dictate that diversity should be considered by the Nominating & Governance Committees in the director identification and nomination process. This means that the Nominating & Governance Committees seek nominees who bring a variety of business backgrounds, experiences and perspectives to the Boards. The Boards believe that the backgrounds and qualifications of the Directors, considered as a group, should provide a broad diversity of experience, professions, skills, geographic representations, knowledge and abilities, as well as race, ethnicity, age, gender and sexual orientation and identification, that will allow the Boards to fulfill their responsibilities and the Nominating & Governance Committees assess the effectiveness of this approach as part of the annual evaluations of our Boards of Directors.

As of the date of this Proxy Statement, 25% of the members of the Boards are women (being three of 12 members).

The Nominating & Governance Committees will also use their best efforts to see that the composition of the Boards adheres to the independence requirements applicable to companies listed for trading on the New York Stock Exchange and the London Stock Exchange. The Nominating & Governance Committees and the Boards utilize the same criteria for evaluating candidates regardless of the source of the referral. Other than the foregoing, there are no stated minimum criteria for Director nominees.

The Nominating & Governance Committees identify nominees by first evaluating the current members of the Boards willing to continue in service. As part of director succession planning, current members of the Boards with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Boards with that of obtaining a new perspective. If any member of the Boards does not wish to continue in service or if the Nominating & Governance Committees or the Boards decide not to re-nominate a member for re-election, the Nominating & Governance Committees identify the desired skills and experience of a new nominee in light of the criteria above. Current members of the Nominating & Governance Committees and the Boards are polled for suggestions as to individuals meeting the criteria of the Nominating & Governance Committees. The Nominating & Governance Committees may consider candidates proposed by management, but are not required to do so. The Nominating & Governance Committees may engage a third-party search firm to identify and attract potential nominees.

In 2019, we engaged Russell Reynolds Associates to assist us in identifying a Board candidate with significant compliance experience. Through this engagement, the Nominating & Governance Committees identified Jeffrey J. Gearhart, who they proposed to the Boards for appointment to the Boards, which was approved effective April 20, 2020.

 

Carnival Corporation & plc 2021 Proxy Statement		15

GOVERNANCE

Election or Re-Election of Directors

 

2021 Nominees for Election or Re-Election to the Boards

The DLC arrangement requires the Boards of Carnival Corporation and Carnival plc to be identical. Shareholders are required to approve the election or re-election of Directors to each Board. There are 12 nominees for election or re-election to each Board of Directors. Each nominee currently serves as a Director of both companies. All nominees for Director are to be elected or re-elected to serve until the next Annual Meetings of Shareholders and until their successors are elected.

All of the nominees have indicated that they will be willing and able to serve as Directors.

With respect to each Board nominee set forth below, the information presented includes such person’s age, the year in which such person first became a Director, any other position held with Carnival Corporation and Carnival plc, such person’s principal occupations during at least the past five years, any directorships held by such nominee in public or certain other companies over the past five years and the nominee’s qualifications, including particular areas of expertise, to serve as a Director.

The Nominating & Governance Committees conducted performance evaluations of the members of our Boards of Directors serving during fiscal 2020 and reported the results to the Boards. The Boards determined that each nominee was an effective and committed member of the Boards and the Board Committees on which each serves. In addition, in 2019, the Nominating & Governance Committees engaged a third-party governance expert to perform an assessment of the effectiveness of the Boards. The third-party governance expert interviewed each Director and members of senior management who interact substantially with the Boards, reviewed the results of the assessment with the Senior Independent Director, and then organized and summarized the assessment for discussion with the full Boards.

Accordingly, the Boards of Directors unanimously recommend a vote FOR the election or re-election of each of the following Director nominees:

 

Micky Arison
Carnival Corporation Director since 1987   Carnival plc Director since 2003   Age: 71		Mr. Arison has been Chair of the Board of Directors of Carnival Corporation since 1990. He has been Chair of the Board of Directors of Carnival plc since 2003. He was Chief Executive Officer of Carnival Corporation (formerly known as Carnival Cruise Lines) from 1979 to 2013 and was Chief Executive Officer of Carnival plc from 2003 to 2013.   Board Committees: Executive (Chair)   Other Public Company Boards: None   Qualifications: Mr. Arison’s qualifications to serve on the Boards include his decades of leadership experience with Carnival Corporation & plc, as well as in-depth knowledge of our business, our history and the cruise industry, all gained through almost 50 years of service with our companies.

 

16				Carnival Corporation & plc 2021 Proxy Statement

GOVERNANCE

Election or Re-Election of Directors

 

Sir Jonathon Band
Carnival Corporation Director since 2010   Carnival plc Director since 2010   Age: 71		Sir Jonathon served in the British Navy from 1967 until his retirement in 2009, having served as First Sea Lord and Chief of Naval Staff, the most senior officer position in the British Navy, until 2009. He was a Director of Lockheed Martin UK Limited from 2010 to 2015.   Board Committees: Compliance, Health, Environmental, Safety & Security (“HESS”) (Chair) and Nominating & Governance   Other Public Company Boards: None   Qualifications: Sir Jonathon’s qualifications to serve on the Boards include his extensive experience in maritime and security matters gained through his 42 years of service with the British Navy. He also brings an international perspective of company and industry matters.

 

Jason Glen Cahilly
Carnival Corporation Director since 2017   Carnival plc Director since 2017   Age: 50		Mr. Cahilly is the Chief Executive Officer of Dragon Group LLC, a private firm, which provides capital and business management consulting and advisory services. Mr. Cahilly previously served as Chief Strategic and Financial Officer of the National Basketball Association, a North American professional basketball league, from 2013 to 2017, as well as a Director of the Board of NBA China. Prior to that, Mr. Cahilly spent 12 years at Goldman Sachs & Co., where he served as a partner and the global co-head of media and telecommunications.   Board Committees: Audit   Other Public Company Boards: Corsair Gaming, Inc. (since September 2020)   Qualifications: Mr. Cahilly’s qualifications to serve on the Boards include his more than 20 years’ experience in the global media, entertainment, sports, technology, leisure, communications and finance sectors in a variety of senior leadership roles.

 

Carnival Corporation & plc 2021 Proxy Statement		17

GOVERNANCE

Election or Re-Election of Directors

 

Helen Deeble
Carnival Corporation Director since 2016   Carnival plc Director since 2016   Age: 59		Ms. Deeble was the Chief Executive Officer of P&O Ferries Division Holdings Ltd., a pan-European shipping and logistics business, from 2006 until 2017. She is also a Non-Executive Director of the Port of London Authority and a member the Supervisory Board of the UK Chamber of Shipping.   Board Committees: Compensation and HESS   Other Public Company Boards: None   Qualifications: Ms. Deeble’s qualifications to serve on the Boards include her more than 30 years’ experience in retail, transport, logistics and leisure sectors in finance and general management roles, including significant maritime operational and commercial experience gained through her service as a chief executive officer of a passenger shipping organization. She is also a UK Chartered Accountant.

 

Arnold W. Donald
Carnival Corporation Director since 2001   Carnival plc Director since 2003   Age: 66		Mr. Donald has been President and Chief Executive Officer of Carnival Corporation & plc since 2013. He was President and Chief Executive Officer of The Executive Leadership Council, a professional network of African-American executives of major U.S. companies, from 2010 to 2012. He previously served as President and Chief Executive Officer of the Juvenile Diabetes Research Foundation International from 2006 to 2008. From 2000 to 2005, Mr. Donald was the Chair of the Board of Merisant Company, a manufacturer and marketer of tabletop sweetener products, including the Equal® and Canderel® brands. From 2000 to 2003, he was also the Chief Executive Officer of Merisant Company. From 1998 to 2000, he was Senior Vice-President of Monsanto Company, a company which develops agricultural products and consumer goods, and President of its nutrition and consumer sector. Prior to that he was President of Monsanto Company’s agricultural sector. He previously served as a Director of Oil-Dri Corporation of America from 1997 to 2013, The Laclede Group, Inc. from 2003 to 2014 and Crown Holdings, Inc. from 1999 to April 2019.   Board Committees: Executive   Other Public Company Boards: Bank of America Corporation (since 2013)   Qualifications: Mr. Donald’s qualifications to serve on the Boards include his broad leadership and other executive skills gained through his prior executive leadership experience with a Fortune-100 science-based research and development, manufacturing and marketing company, a privately held company with global operations, and as head of a large international research-based not-for-profit corporation. He also has broad experience in corporate governance, having served as a Director, past and present, of a number of other publicly-traded companies.

 

18				Carnival Corporation & plc 2021 Proxy Statement

GOVERNANCE

Election or Re-Election of Directors

 

Jeffrey J. Gearhart
Carnival Corporation Director since April 2020   Carnival plc Director since April 2020   Age: 56		Mr. Gearhart was the Executive Vice President, Global Governance and Corporate Secretary for Walmart, Inc. (“Walmart”), a global retailer, responsible for oversight of Walmart’s global legal, compliance, ethics and security and investigative functions, among others, until 2018. Mr. Gearhart joined Walmart in 2003 as Vice President and General Counsel, Corporate Division. In 2007, he became Senior Vice President and Deputy General Counsel, and then took over as the head of the company’s legal department when he was promoted to General Counsel in 2009. Mr. Gearhart was appointed corporate secretary in 2010, and in 2012 his responsibilities were expanded to include oversight of compliance, ethics and investigations, in addition to legal. Before joining Walmart, Mr. Gearhart was a partner with Kutak Rock LLP, practicing in the corporate, securities and mergers and acquisitions areas.   Board Committees: Compliance and HESS   Other Public Company Boards: Bank OZK (since 2018)   Qualifications: Mr. Gearhart’s qualifications to serve on the Boards include his experience as a lawyer and his leadership experience as general counsel at a global retail company, along with his expertise from having responsibility for global legal, compliance ethics, and security and investigative functions .

 

Richard J. Glasier
Carnival Corporation Director since 2004   Carnival plc Director since 2004   Age: 75		Mr. Glasier was President of Argosy Gaming Company, an owner and operator of casinos, from 2002 to 2005, and its Chief Executive Officer from 2003 until 2005. From 1995 to 2002, Mr. Glasier was Executive Vice President and Chief Financial Officer of Royal Caribbean Cruises Ltd., a global cruise company.   Board Committees: Audit (Chair), Compensation, Compliance and Nominating & Governance   Other Public Company Boards: None   Qualifications: Mr. Glasier’s qualifications to serve on the Boards include significant cruise industry experience as a senior financial officer of a major cruise line, as well as his managerial and corporate governance expertise acquired as the Chief Executive Officer of a New York Stock Exchange-listed operator of hotels and casinos, and as well as many years of public company board experience.

 

Carnival Corporation & plc 2021 Proxy Statement		19

GOVERNANCE

Election or Re-Election of Directors

 

Katie Lahey
Carnival Corporation Director since 2019   Carnival plc Director since 2019   Age: 70		Ms. Lahey was the Chair of Korn Ferry Australasia, a leadership and talent firm, from February through October 2019, having served as its Executive Chair since 2011. She has been a Non-Executive Director of The Star Entertainment Group Limited, which owns and operates integrated resort destinations in Australia, since 2012, and was Chair of the Tourism and Transport Forum Australia, a tourism and transportation industry group, from 2015 until 2018. She was the Executive Chair of Carnival Australia, a division of Carnival plc, from 2006 to 2013. In 2013, she was named a Member of the Order of Australia for her significant services to business and commerce and the arts and in 2003 she was awarded a Centenary Medal for contributions to Australian society in the area of business leadership.   Board Committees: HESS   Other Public Company Boards: The Star Entertainment Group Limited (since 2012)   Qualifications: Ms. Lahey’s qualifications to serve on the Boards include her more than 30 years’ experience in the tourism, talent sourcing, cultural transformation, governmental, retail and the arts sectors in a variety of leadership roles, including within the cruise industry.

 

20				Carnival Corporation & plc 2021 Proxy Statement

GOVERNANCE

Election or Re-Election of Directors

 

Sir John Parker
Carnival Corporation Director since 2003   Carnival plc Director since 2000   Age: 78		Sir John has been Non-Executive Chair of Laing O’Rourke, a multinational construction company, since 2017. He was the Non-Executive Chair of Pennon Group plc, an environmental utility infrastructure company from 2015 until July 2020, Lead Non-Executive Director for the UK Government Cabinet Office from 2017 to 2018, a Non-Executive Director of Airbus Group NV, an aeronautics, space and related services company, from 2007 to 2018, Non-Executive Chair of Anglo American plc, a multinational mining company, from 2009 until 2017, a Non-Executive Director of DP World Limited, a global supply chain and container handling company, from 2006 to 2015, Non-Executive Chair of Mondi plc from 2007 to 2009, Non-Executive Chair of National Grid plc from 2002 to 2012, Senior Non-Executive Director of the Court of the Bank of England from 2004 to 2009, and a Non-Executive Director of GKN plc from 1993 to 2002, Brambles Industries plc from 2001 to 2003 and BG Group plc from 1997 to 2000. He was Chair and Chief Executive Officer of Babcock International Group plc from 1994 to 2000, RMC Group plc from 2002 to 2005 and P&O Group plc from 2000 to 2003, a President of the Royal Institution of Naval Architects from 1996 to 1999, a member of the Prime Minister’s Business Council for Britain and Chancellor of the University of Southampton from 2006 to 2011. He was President of the Royal Academy of Engineering from 2011 until 2014. Sir John has been a member of the General Committee of Lloyds Register of Shipping since 1983 and was Chair of its Technical Committee from 1993 until 2002.   Board Committees: HESS and Nominating & Governance   Other Public Company Boards: None   Qualifications: Sir John’s qualifications to serve on the Boards include his extensive international background and wealth of corporate experience. His past and present service as a Non-Executive Director of a number of listed UK companies provides the Boards with invaluable knowledge and insight with respect to UK corporate governance policies and practices. In addition, Sir John, as a qualified naval architect and former head of a major shipbuilding company, is very experienced in the design, construction and operation of ships.

 

Carnival Corporation & plc 2021 Proxy Statement		21

GOVERNANCE

Election or Re-Election of Directors

 

Stuart Subotnick
Carnival Corporation Director since 1987   Carnival plc Director since 2003   Age: 79		Mr. Subotnick has been President and Chief Executive Officer of Metromedia Company, a privately held diversified Delaware general partnership, since 2010, having previously served as its General Partner and Executive Vice President since 1986. He previously served as a Director of AboveNet, Inc. from 1997 to 2012.   Board Committees: Audit, Compliance, Executive and Nominating & Governance (Chair)   Other Public Company Boards: None   Qualifications: Mr. Subotnick’s qualifications to serve on the Boards include his significant experience in financing, investing and general business matters, as well as his past Board experience with us, which are important to the Boards when reviewing our investor relations, assessing potential financings and strategies, and otherwise evaluating our business decisions.

 

Laura Weil
Carnival Corporation Director since 2007   Carnival plc Director since 2007   Age: 64		Ms. Weil is the Founder and has been the Managing Partner of Village Lane Advisory LLC, which specializes in providing executive and strategic consulting services to retailers as well as private equity firms, since 2015. She was the Executive Vice President and Chief Operating Officer of New York & Company, Inc., a women’s apparel and accessories retailer, from 2012 to 2014. Ms. Weil was the Chief Executive Officer of Ashley Stewart LLC, a privately held retailer, from 2010 to 2011. Ms. Weil served as the Chief Executive Officer of Urban Brands, Inc., a privately held apparel retailer, from 2009 to 2010. Ms. Weil was the Chief Operating Officer and Senior Executive Vice President of AnnTaylor Stores Corporation, a women’s apparel company, from 2005 to 2006. From 1995 to 2005, she was the Chief Financial Officer and Executive Vice President of American Eagle Outfitters, Inc., a global apparel retailer. She previously served as a Director of Christopher & Banks Corporation from 2016 to June 2019.   Board Committees: Audit, Compensation and Compliance   Other Public Company Boards: Global Fashion Group, S.A. (since 2019)   Qualifications: Ms. Weil’s qualifications to serve on the Boards include her extensive financial, strategic information technology and operating skills developed over many years as an investment banker and senior financial operating executive. Ms. Weil also brings significant experience in global e-commerce and consumer strategies from her leadership experience with multi-billion dollar New York Stock Exchange-listed retailers.

 

22				Carnival Corporation & plc 2021 Proxy Statement

GOVERNANCE

Board and Committee Governance

 

Randall J. Weisenburger
Carnival Corporation Director since 2009   Carnival plc Director since 2009   Age: 62		Mr. Weisenburger has been the Managing Member of Mile 26 Capital LLC, a private investment firm, since 2014. He was the Executive Vice President and Chief Financial Officer of Omnicom Group Inc., a Fortune-250 global advertising, marketing and corporate communications company, from 1998 to 2014.   Board Committees: Compensation (Chair), Compliance (Chair), HESS and Nominating & Governance   Other Public Company Boards: Corsair Gaming, Inc. (since September 2020), MP Materials Corp. (since November 2020) and Valero Energy Corporation (since 2011)   Qualifications: Mr. Weisenburger’s qualifications to serve on the Boards include his broad leadership and operational skills gained as a senior executive of a large multi-national corporation and his extensive financial and accounting skills acquired as an investment banker and senior financial operating executive. He also has broad experience in corporate governance, having served as a Director, past and present, of a number of other publicly-traded companies.

BOARD AND COMMITTEE GOVERNANCE

 

 

Board Meetings

During the year ended November 30, 2020, the Board of Directors of each of Carnival Corporation and Carnival plc held a total of 36 meetings. Each Carnival Corporation Director and each Carnival plc Director attended either telephonically or in person at least 75% of all Carnival Corporation & plc Boards of Directors and applicable Board Committee meetings held during the period that he or she served in fiscal 2020.

Historically, all Board members are expected to attend our Annual Meetings of Shareholders. However, as a result of the COVID-19 pandemic, none of our incumbent Board members were in attendance at our 2020 Annual Meetings of Shareholders. At this time, we are unable to anticipate if our Board members will attend the 2021 Annual Meetings of Shareholders.

Board Leadership Structure

Our Boards of Directors are led by our executive Chair, Mr. Arison. The Chief Executive Officer position is currently separate from the Chair. The Boards maintain the flexibility to determine whether the roles of Chair and Chief Executive Officer should be combined or separated, based on what it believes is in the best interests of Carnival Corporation & plc at a given point in time. We believe that the separation of the Chair and Chief Executive Officer positions is appropriate corporate governance for us at this time, and that having Mr. Arison as our executive Chair enables Carnival Corporation & plc and the Boards to continue to benefit from Mr. Arison’s skills and expertise, including his extensive knowledge of our business.

Our Non-Executive Directors, all of whom are independent, meet privately in executive session at least quarterly. The Presiding Director leads those meetings and also acts as the Senior Independent

 

Carnival Corporation & plc 2021 Proxy Statement		23

GOVERNANCE

Board and Committee Governance

 

Director under the UK Corporate Governance Code. In addition, the Presiding Director serves as the principal liaison to the Non-Executive Directors, reviews and approves meeting agendas for the Boards and reviews meeting schedules. Our Non-Executive Directors, acting in executive session, elected Randall J. Weisenburger as the Presiding Director and Senior Independent Director.

The structure of our Boards facilitates the continued strong communication and coordination between management and the Boards and enables the Boards to fulfill their risk oversight responsibilities, as further described below.

Board Committees

The Boards delegate various responsibilities and authority to different Board Committees. The Board Committees regularly report on their activities and actions to the full Boards. The Board of Directors of each of Carnival Corporation and Carnival plc has established standing Board Committees, which are each comprised of the same Directors for each company, as follows:

 

•

Audit;

•

Compensation;

•

Compliance;

•

Executive;

•

HESS; and

•

Nominating & Governance.

Each Board Committee periodically reviews its charter in light of new developments in applicable regulations and may make additional recommendations to the Boards to reflect evolving best practices. Each Board Committee can engage outside experts, advisors and counsel to assist the Board Committee in its work.

The current Board Committee members are as follows:

 

Name		Board Committees
		Audit		Compensation		Compliance		Executive		HESS		Nominating &   Governance
Micky Arison		—		—		—		Chair		—		—
Sir Jonathon Band		—		—		X		—		Chair		X
Jason Glen Cahilly		X		—		—		—		—		—
Helen Deeble		—		X		—		—		X		—
Arnold W. Donald		—		—		—		X		—		—
Jeffrey J. Gearhart		—		—		X		—		X		—
Richard J. Glasier		Chair		X		X		—		—		X
Katie Lahey		—		—		—		—		X		—
Sir John Parker		—		—		—		—		X		X
Stuart Subotnick		X		—		X		X		—		Chair
Laura Weil		X		X		X		—		—		—
Randall J. Weisenburger		—		Chair		Chair		—		X		X
Number of Board Committee meetings in fiscal 2020		13		8		6		0		10		4

Audit Committees. The Audit Committees assist the Boards in their general oversight of our financial reporting, internal controls and audit functions, and our compliance with legal and regulatory requirements (other than health, environmental, safety and security matters). The Audit Committees are also responsible for the appointment, retention, compensation, and oversight of the work of our independent auditors and our independent registered public accounting firm. The Board of Directors of

 

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GOVERNANCE

Board and Committee Governance

 

Carnival Corporation has determined that each member of the Audit Committees is both “independent” and an “audit committee financial expert,” as defined by SEC rules. In addition, the Board of Directors of Carnival plc has determined that each member of the Audit Committees is “independent” and has “recent and relevant financial experience” for the purposes of the UK Corporate Governance Code. The Boards determined that each member of the Audit Committees has sufficient knowledge in reading and understanding the company’s financial statements to serve on the Audit Committees. The responsibilities and activities of the Audit Committees are described in detail in “Report of the Audit Committees” and the Audit Committees’ charter.

Compensation Committees. The Compensation Committees have authority for reviewing and determining salaries, performance-based incentives, and other matters related to the compensation of our executive officers, and administering our stock incentive plans, including reviewing and granting equity-based grants to our executive officers and other employees. The Compensation Committees also review and determine various other compensation policies and matters, including making recommendations to the Boards with respect to the compensation of the Non-Executive (non-employee) Directors, incentive compensation and equity-based plans generally, and administering the employee stock purchase plans. For more information on the responsibilities and activities of the Compensation Committees, including the Committees’ processes for determining executive compensation, see “Compensation Discussion and Analysis” and “Executive Compensation” sections and the Compensation Committees’ charter.

Compliance Committees. The Compliance Committees assist with the Boards’ oversight of our ethics and compliance program. They receive regular reports from, and provide direction to, the Chief Ethics and Compliance Officer with respect to the implementation of the Ethics and Compliance Strategic Plan, including the adequacy of staffing and resources; monitoring, in coordination with the HESS Committees, implementation of our Environmental Compliance Plan; taking steps, in coordination with the Boards’ Audit and HESS Committees, reasonably designed to ensure that all significant allegations of misconduct by management, employees, or agents receive appropriate attention and remediation; promoting accountability of senior management with respect to compliance matters; and making recommendations to the Boards for the framework, structure, and design of the Boards’ oversight of our Ethics and Compliance Program. For more information on the responsibilities and activities of the Compliance Committees, see the Compliance Committees’ charter.

Executive Committees. The Executive Committees may exercise the authority of the full Boards between meetings of the Boards, except to the extent that the Boards have delegated authority to another Board Committee or to other persons, and except as limited by applicable law.

HESS Committees. The HESS Committees review and recommend policies relative to the protection of the environment and the health, safety and security of employees, contractors, guests and the public. The HESS Committees also supervise and monitor health, environmental, safety, security and sustainability policies and programs and review with management significant risks or exposures and actions required to minimize such risks. For more information on the responsibilities and activities of the HESS Committees, see the HESS Committees’ charter.

Nominating & Governance Committees. The Nominating & Governance Committees review and report to the Boards on a periodic basis with regard to matters of corporate governance, including succession planning. The Nominating & Governance Committees also review and assess the effectiveness of our Corporate Governance Guidelines, make recommendations to the Boards regarding proposed revisions to these guidelines, and make recommendations to the Boards regarding the size and composition of the Boards and their Committees. For more information on the responsibilities and activities of the Nominating & Governance Committees, see “Nominations of Directors” and

 

Carnival Corporation & plc 2021 Proxy Statement		25

GOVERNANCE

Board and Committee Governance

 

“Procedures Regarding Director Candidates Recommended by Shareholders” sections and the Nominating & Governance Committees’ charter. Additional information with respect to Carnival plc’s corporate governance practices during fiscal 2020 is included in the Carnival plc Corporate Governance Report attached as Annex C to this Proxy Statement.

Board and Committee Independence

Under New York Stock Exchange standards of independence for directors, the Boards must determine that a Director does not have any material relationship with Carnival Corporation & plc or its subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with Carnival Corporation & plc) and meet certain bright-line tests. The Boards of Directors have determined that each of Sir Jonathon Band, Jason Glen Cahilly, Helen Deeble, Jeffrey J. Gearhart, Richard J. Glasier, Katie Lahey, Sir John Parker, Stuart Subotnick, Laura Weil and Randall J. Weisenburger is an “independent director” in accordance with the New York Stock Exchange standards of independence for directors and that all members of the Audit Committees and Compensation Committees meet the heightened independence criteria applicable to Directors serving on those Committees under SEC rules and New York Stock Exchange listing standards. Accordingly, a majority of the Directors of each company, all of our Non-Executive Directors and all of the members of the Audit, Compensation, Compliance, HESS and Nominating & Governance Committees of each company are independent (as defined by the New York Stock Exchange listing standards, SEC rules and the UK Corporate Governance Code).

Risk Oversight

Our Boards use their Committees to assist in their risk oversight responsibility as follows:

 

•

Our Audit Committees are responsible for oversight of our financial, operational and non-HESS controls and compliance activities, including those related to information technology operations, cybersecurity and privacy. In connection with its risk oversight role, the Audit Committees regularly meet privately with representatives from Carnival Corporation’s independent registered public accounting firm, the Carnival plc independent auditor, the Chief Audit Officer and the General Counsel.

•

Our Compensation Committees are responsible for oversight of risk associated with our executive compensation structure, policies and programs.

•

Our Compliance Committees are responsible for providing oversight of our ethics and compliance program.

•

Our HESS Committees are responsible for oversight of risk associated with the health, environment, safety and security of employees, contractors, guests and the public.

•

Our Nominating & Governance Committees are responsible for oversight of risk associated with Board processes and corporate governance, including succession planning.

Each Committee Chair presents on its area of risk oversight to the full Boards for review.

Discussions between management and the Boards regarding the Carnival Corporation & plc strategic plan, consolidated business results, capital structure, and other business-related activities include a discussion of the risks associated with the particular item under consideration. In response to the significant operational and financial impact of COVID-19 on our organization, the Boards held weekly or bi-weekly meetings from March 2020 through November 2020 and received regular reports from management regarding our liquidity, repatriation of guests and crew, the development of health protocols, compliance status, plans to restart operations and other critical matters.

 

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GOVERNANCE

Board and Committee Governance

 

The Boards believe that the structure and assigned responsibilities provides the appropriate focus, oversight and communication of principal risks faced by our companies.

Compensation Risk Assessment

Carnival Corporation & plc’s management, in conjunction with the Compensation Committees’ independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), conducted a thorough review of our compensation programs, including those programs in which our Named Executive Officers participate, to determine if aspects of those programs contribute to excessive risk-taking. Based on the findings from this review and the annual reassessment, the Compensation Committees continue to believe that our compensation policies and practices do not encourage excessive risk-taking and are not reasonably likely to have a material adverse effect on Carnival Corporation & plc.

To reach this conclusion, key elements of our compensation programs were assessed to determine if they exhibited excessive risk. These elements included pay mix (cash vs. equity) and pay structure (short vs. long-term focus), performance metrics, performance goals and ranges, the degree of leverage, incentive maximums, payment timing, incentive adjustments, use of discretion and stock ownership requirements. Our assessment reinforced the Compensation Committees’ belief that our compensation programs are not contributing to excessive risk-taking, but instead contain many features and elements that help to mitigate risk. For example:

 

•

Pay Structure. Our compensation programs emphasize both short and long-term performance through our annual bonus program (delivered in cash) and through the delivery of long-term incentives (equity) in a balanced approach (approximately 46% through base salary and bonus and 54% in long-term equity grants). The mix of our pay program is intended to motivate management to consider the impact of decisions on shareholders in the short, intermediate and long-term.

•

Incentive Limits. Our annual bonus plans do not allow for unlimited payouts. Bonuses cannot exceed 200% of target levels. The performance-based share grants made in fiscal 2020 limit the payouts to 200% (in the case of PBS and MTE grants as described below) or 450% (in the case of SEA grants as described below) of target.

•

Performance-Based Share Grants. To strengthen the relationship between pay and performance, all of our equity grants to our leadership team for fiscal 2020 service have been in the form of performance-based share grants, with the exception of the COVID-19-related SFS and RET grants described below.

•

Performance Measurement. For corporate officers, the performance measurement used when determining their annual bonus is based on the performance of Carnival Corporation & plc. For officers of our operating units, the performance measurements used when determining their bonus is based 50% on the performance of their operating unit, with the remaining balance being based on the performance of Carnival Corporation & plc to enable a continued focus on the overall success of Carnival Corporation & plc.

•

Stock Ownership Policy. All senior executives who are designated as reporting officers under Section 16 of the Exchange Act are subject to a stock ownership policy which specifies target ownership levels of Carnival Corporation and Carnival plc shares in terms of the value of the equity holdings as a multiple of each officer’s base salary.

•

Clawback Policy. The Carnival plc 2014 Employee Share Plan (which was approved by shareholders in 2014), the Carnival Corporation 2020 Stock Plan (which was approved by shareholders in 2020) and the incentive plan used to determine annual bonuses contain clawback provisions, authorize us to recover incentive-based compensation granted under those plans in the event Carnival Corporation & plc is required to restate their financial statements due to fraud or misconduct.

 

Carnival Corporation & plc 2021 Proxy Statement		27

GOVERNANCE

Board and Committee Governance

 

Corporate Governance Guidelines

Our Corporate Governance Guidelines address various governance issues and principles, including Director qualifications and responsibilities, access to management personnel, Director compensation, Director orientation and continuing education and annual performance evaluations of the Boards, their Committees and individual Directors. Our Corporate Governance Guidelines are posted on our website at www.carnivalcorp.com and www.carnivalplc.com.

Chief Executive Officer Succession Planning

Our Boards believe that planning for the succession of our Chief Executive Officer is an important function. Our multi-brand structure enhances our succession planning process. At the corporate level, a highly-skilled management team oversees a collection of cruise brands. At both the corporate and brand levels, we continually strive to foster the professional development of senior management. As a result, Carnival Corporation & plc has developed a very experienced and strong group of leaders, with their performance subject to ongoing monitoring and evaluation, as potential successors to all of our senior executive positions, including our Chief Executive Officer.

The Boards and the Nominating & Governance Committees are responsible for succession planning, including emergency succession planning. The independent Non-Executive Directors meet with the Chair and the Chief Executive Officer (both together and individually) at least quarterly to plan for the succession of the Chief Executive Officer, including plans in the event of an emergency. During those sessions, each of the Chair and the Chief Executive Officer discusses his recommendations of potential successors, along with an evaluation and review of any development plans for such individuals. As provided in our Corporate Governance Guidelines, the Nominating & Governance Committees will, when appropriate, make recommendations to the Boards with respect to potential successors to the Chief Executive Officer. All members of the Boards will work with the Nominating & Governance Committees to see that qualified candidates are available and that development plans are being utilized to strengthen the skills and qualifications of the candidates. When assessing the qualifications of potential successors to the Chief Executive Officer, the Boards and the Nominating & Governance Committees will take into account our business strategy as well as any other criteria they believe are relevant.

Procedures Regarding Director Candidates Recommended by Shareholders

The Nominating & Governance Committees will consider shareholder recommendations of qualified Director nominees when such recommendations are submitted in accordance with the procedures below. In order to recommend a candidate for consideration by the Nominating & Governance Committees for election at the 2022 Annual Meetings of Shareholders, a shareholder must provide the same information as is required for shareholders to submit Director nominations under the advance notice provision set forth in Carnival Corporation’s By-laws. Specifically, any such recommendation must include, in addition to any other informational requirements specifically set forth in Carnival Corporation’s and Carnival plc’s governing documents:

 

•

the name and address of the candidate;

•

a brief biographical description, including his or her occupation and service on Boards of Directors of any public company or registered investment company for at least the last five years;

•

a statement of the particular experience, qualifications, attributes or skills of the candidate, taking into account the qualification requirements set forth above; and

•

the candidate’s signed consent to serve as a Director if elected and to be named in the Proxy Statement.

 

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GOVERNANCE

Director Compensation

 

Once we receive the recommendation, we may deliver to the candidate a questionnaire that requests additional information about the candidate’s independence, qualifications and other matters that would assist the Nominating & Governance Committees in evaluating the candidate, as well as certain information that must be disclosed about the candidate in our Proxy Statement or other regulatory filings, if nominated. Candidates must complete and return the questionnaire within the time frame provided to be considered for nomination by the Nominating & Governance Committees at the Annual Meetings of Shareholders. For our 2022 Annual Meetings of Shareholders, the Nominating & Governance Committees will consider recommendations received by our Secretary at our headquarters no later than November 11, 2021.

Communications between Shareholders or Interested Parties and the Boards

Shareholders or interested parties who wish to communicate with the Boards, the Presiding Director, the Non-Executive Directors as a group or any individual Director should address their communications to the attention of the Secretary of Carnival Corporation and Carnival plc at 3655 N.W. 87^th Avenue, Miami, Florida 33178, United States. The Secretary will maintain a log of all such communications, promptly forward to the Presiding Director those which the Secretary believes require immediate attention, and also periodically provide the Presiding Director with a summary of all such communications and any responsive actions taken. The Presiding Director will notify the Boards or the Chairs of the relevant Board Committees as to those matters that he believes are appropriate for further action or discussion.

Code of Business Conduct and Ethics

Carnival Corporation and Carnival plc’s Code of Business Conduct and Ethics applies to all employees and members of the Boards of Carnival Corporation and Carnival plc and provides guiding principles on areas such as identifying and resolving conflicts of interest. Our Code of Business Conduct and Ethics is posted on our website at www.carnivalcorp.com and www.carnivalplc.com.

DIRECTOR COMPENSATION

 

During fiscal 2020, our Non-Executive Directors were entitled to receive an annual retainer of $110,000 per year, equity compensation, as further described below, and reimbursement for travel, meals and accommodation expenses attendant to their Board membership. We do not provide retirement benefits or other benefits to our Non-Executive Directors. We reimburse Directors for travel expenses incurred for spouses or partners when we request that they attend a special event. Any amount reimbursed for spousal or partner travel is reported below in the “Director Compensation for Fiscal 2020” table. For fiscal 2020, the Presiding Director was entitled to receive an additional retainer of $25,000 per annum. In addition, Non-Executive Directors were entitled to receive additional $30,000 as compensation for serving as Chair of a Board Committee.

However, given the effort to reduce cash expenditures, all Non-Executive Directors agreed to receive shares of Carnival Corporation common stock in lieu of their retainers, including the additional retainer for the Presiding Director and Chairs of the Board Committees, for the second quarter as described further below. In addition, for the third and fourth quarters, all Non-Executive Directors agreed to accept a 25% reduction of their retainers.

Board members who are employed by us do not receive additional compensation for their services as a member of the Boards of Directors.

 

Carnival Corporation & plc 2021 Proxy Statement		29

GOVERNANCE

Director Compensation

 

The Boards of Directors are committed to attracting and retaining a highly diverse, experienced and capable group of Non-Executive Directors. To that end, the Compensation Committees annually review Non-Executive Director pay levels and compensation practices of certain other publicly-listed companies with the assistance of their consultant to ensure our compensation program is competitive.

Non-Executive Directors receive payment of their earned retainer in quarterly installments. Annual retainers are pro-rated so that adjustments can be made during the year. Unearned portions of cash retainers are forfeited upon termination of service.

Non-Executive Directors receive annual restricted share grants under the Carnival Corporation 2020 Stock Plan. In April 2020, the incumbent Non-Executive Directors received grants with a dollar value equal to approximately $175,000. As a result, a grant of 14,090 Carnival Corporation restricted shares was made to each Non-Executive Director re-elected on April 9, 2020 based on the closing price of a share on that date of $12.42. In June 2020, a pro-rated annual restricted share grant of 12,763 shares was made to Mr. Gearhart, who was appointed to the Boards on April 20, 2020.

The annual restricted share grants under the Carnival Corporation 2020 Stock Plan are released from restriction on April 9, 2023 (and are not forfeitable provided the Director has served at least a full year). Grants of restricted shares have the same rights with respect to dividends and other distributions as all other outstanding shares of Carnival Corporation common stock. Generally, Non-Executive Directors will receive their annual grants initially upon their election to the Boards and subsequently at the time of their annual re-election to the Boards.

As described above, on April 9, 2020, all incumbent Non-Executive Directors also received restricted share grants under the Carnival Corporation 2020 Stock Plan in lieu of their second quarter retainers as follows:

 

Type of Retainer		Approximate Value ($)				Number of Shares (#)
Second Quarter Annual			27,498				2,214	(1)
Presiding Director			6,247				503
Committee Chair			7,502				604

 

(1)	Mr. Gearhart received a pro-rata share grant of 1,746 shares in lieu of his second quarter retainer.

Each of these April 9, 2020 grants was based on the closing price of a share on that date of $12.42. The restriction on the grants made in lieu of these retainers will be released on February 12, 2021.

 

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GOVERNANCE

Director Compensation

 

Director Compensation for Fiscal 2020

The following table details the total compensation earned by our Directors in fiscal 2020, other than Mr. Donald who is a Named Executive Officer. Mr. Donald’s compensation is reflected in the “Summary Compensation Table,” which follows the “Compensation Discussion and Analysis” section. Board members who are employed by us do not receive additional compensation for their services as a member of the Boards of Directors.

 

Name		Fees Earned or Paid in Cash(1) ($)				Stock Awards(2)(3) ($)				All Other Compensation(4) ($)				Total   ($)
Micky Arison(5)			309,393				—				93,717				403,110
Sir Jonathon Band			87,500	(6)			209,997				—				297,497
Jason Glen Cahilly			68,750				202,496				—				271,246
Helen Deeble			68,750				202,496				—				271,246
Jeffrey J. Gearhart(7)			41,250				249,990				—				291,240
Richard J. Glasier			87,500				209,997				—				297,497
Debra Kelly-Ennis(8)			18,333				—				—				18,333
Katie Lahey			68,750				202,496				—				271,246
Sir John Parker			68,750				202,496				—				271,246
Stuart Subotnick			87,500				209,997				—				297,497
Laura Weil			68,750				202,496				—				271,246
Randall J. Weisenburger			121,875				223,746				—				345,621

 

(1)	Refer to the section above describing the retainer for the Chair of Board Committees.

(2)

No stock option grants were made in fiscal 2020. Represents the grant date fair value, assuming no risk of forfeiture, of the grants of Carnival Corporation restricted shares made in fiscal 2020, calculated in accordance with Accounting Standards Codification Topic 718, “Stock Compensation” (“ASC 718”). In April 2020, each of the incumbent Non-Executive Directors received a grant of 14,090 restricted shares based on the closing price of a share on April 9, 2020, the day they were re-elected, of $12.42. Mr. Gearhart, who was appointed to the Boards on April 20, 2020, received a pro-rated grant of 12,763 restricted shares in June 2020. The restricted shares granted in 2020 vest on April 9, 2023. As described above, each Non-Executive Director also received restricted share grants in lieu of their second quarter retainers based on the April 9, 2020 closing price of $12.42, which will be released from restriction on February 12, 2021. The restricted shares granted to Non-Executive Directors also vest in full upon the death or disability of the Director, and continue to vest in accordance with the original vesting schedule and are not forfeited if a Director ceases to be a Director for any other reason after having served as a Director for at least one year. Other than Mr. Gearhart, all of the Directors who received grants served for all of fiscal 2020.

(3)	None of the directors holds stock options. The aggregate number of Carnival Corporation and Carnival plc restricted shares outstanding at November 30, 2020 were as follows:

 

Name		Unvested Restricted   Shares
Micky Arison				0
Sir Jonathon Band				22,850
Jason Glen Cahilly				22,246
Helen Deeble				22,246
Jeffrey J. Gearhart				14,509
Richard J. Glasier				22,850
Katie Lahey				19,497
Sir John Parker				22,246
Stuart Subotnick				22,850
Laura Weil				22,246
Randall J. Weisenburger				23,957

 

(4)	Benefits provided to Mr. Arison include private medical health insurance costs ($59,507), driver and security ($17,986), and the following other benefits: accidental death or dismemberment insurance premiums, disability insurance premiums, life

 

Carnival Corporation & plc 2021 Proxy Statement		31

GOVERNANCE

Related Person Transactions

 

insurance premiums, automobile lease and automobile repairs and expenses ($16,224). For the Non-Executive Directors, benefits represent reimbursement of expenses associated with spousal or partner travel and tax gross-ups for spousal or partner travel.

(5)	Represents compensation for Mr. Arison’s service as executive Chair. Effective April 1, 2020, at Mr. Arison’s request, in order to preserve cash, Carnival Corporation suspended his salary through November 30, 2020.

(6)	Exclusive of value-added tax.

(7)	Mr. Gearhart was appointed to the Boards on April 20, 2020.

(8)	Ms. Kelly-Ennis resigned from the Boards effective January 27, 2020.

The following policies also apply to our Non-Executive Directors:

 

•

Stock Ownership Policy. The stock ownership policy for Non-Executive Directors provides that all Non-Executive Directors are required to own shares (inclusive of unvested restricted shares, restricted stock units (“RSUs”) and shares in a trust beneficially owned by the Director) of either Carnival Corporation common stock or Carnival plc ordinary shares with a value equal to five times the cash retainer. New Directors must achieve this requirement no later than five years from the date of their initial election to the Boards by the shareholders. The stock ownership policy for Non-Executive Directors was modified to provide that a Non-Executive Director will be deemed to be in compliance with the ownership requirements if the decline in the Carnival Corporation or Carnival plc share price after February 28, 2020 resulted in the Non-Executive Director falling below the applicable ownership level, provided that they were in compliance prior to February 28, 2020 and do not sell or transfer ownership of any such shares until after the ownership target has again been achieved, unless otherwise approved by the Boards of Directors. This modification was deemed appropriate given the extraordinary impact of the COVID-19 pandemic on our share price. Other than Ms. Deeble (initially elected in 2017), Mr. Cahilly (initially elected in 2018), Ms. Lahey (initially elected in 2019) and Mr. Gearhart (proposed for election in 2021), each of the Non-Executive Directors elected has achieved this Board-mandated requirement.

•

Product Familiarization. All Non-Executive Directors are encouraged to take a cruise(s) for up to a total of 14 days per year for product familiarization and pay a fare of $35 per person per day for such cruises (or $50 per day in the case of Seabourn), plus taxes, fees and port expenses. All other charges associated with the cruise (e.g., air, ground transfers, gratuities, tours and fuel supplements, if any) are the responsibility of the Non-Executive Director.

Carnival plc

Additional information with respect to Carnival plc’s compensation and reimbursement practices during fiscal 2020 for Non-Executive Directors is included in Part II of the Carnival plc Directors’ Remuneration Report, which is attached as Annex B to this Proxy Statement.

RELATED PERSON TRANSACTIONS

 

Review and Approval of Transactions with Related Persons

Consistent with our written policies and procedures, it is our practice to review all relationships and transactions in which Carnival Corporation or Carnival plc is a participant and in which our Directors, nominees and executive officers and their immediate family members and any five percent beneficial holders have an interest in order to determine whether such related persons have a direct or indirect material interest. Our Legal and Global Accounting and Reporting Services Departments are primarily responsible for the development and implementation of processes and controls to obtain information from the Directors, nominees and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether a related person has a direct or

 

32				Carnival Corporation & plc 2021 Proxy Statement

GOVERNANCE

Related Person Transactions

 

indirect material interest in the transaction. As required under SEC rules, transactions exceeding $120,000 in which Carnival Corporation & plc was or is to be a participant and a related person had or will have a direct or indirect material interest are disclosed in this Proxy Statement.

In addition, in accordance with our Schedule of Matters Reserved to the Boards and their Committees for their Decision, the Boards review and approve or ratify any related person transaction involving:

 

•

a Director, regardless of the amount; and

•

a Non-Director executive officer with an aggregate value in excess of $50,000.

In the course of their review and approval or ratification of a related person transaction, the Boards may consider factors as follows:

 

•

the nature of the related person’s interest in the transaction;

•

the material terms of the transaction, including, without limitation, the amount and type of transaction;

•

the importance of the transaction to the related person;

•

the importance of the transaction to Carnival Corporation & plc;

•

whether the transaction would impair the judgment of a Director or executive officer to act in our best interest; and

•

any other matters the Boards deem appropriate.

Any member of the Boards who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction, provided, however, that such Director may be counted in determining the presence of a quorum at a meeting of the Board that considers the transaction.

Transactions with Related Persons

Transactions with Micky Arison. Micky Arison, our Chair, is also the Chair, President and the indirect majority shareholder of FBA II, Inc., the general partner of Miami Heat Limited Partnership (“MHLP”), the owner of the Miami Heat, a professional basketball team. He is also the indirect shareholder of Basketball Properties, Inc., the general partner of Basketball Properties, Ltd. (“BPL”), which is the manager and operator of the American Airlines Arena. In May 2019, Carnival Cruise Line entered into an amendment of the advertising and promotion agreement between Carnival Cruise Line, MHLP and BPL, to extend the term through 2024, with an additional four-year extension option. In April 2020, Carnival Cruise Line entered into an additional amendment to postpone the remaining payments due during fiscal 2020 until fiscal 2021. Pursuant to this agreement, Carnival Cruise Line paid $140,000 during fiscal 2020. Carnival Cruise Line also paid $7,000 during fiscal 2020 for in-game promotions to publicize Carnival Cruise Line during Miami Heat games.

In August 2015, Carnival Corporation entered into a nonexclusive Aircraft Lease Agreement with an owner trustee under a trust agreement with Ad Astra I, LLC (the “Lease Agreement”); and a Services Agreement with AFO, LLC. The Services Agreement with AFO, LLC was terminated in August 2020 and a new Services Agreement was entered into between Carnival Corporation and Nickel Cayman Management, LLC in August 2020 (the “Services Agreement” and together with the Lease Agreement, the “Aircraft Agreements”).

Each of Ad Astra I, LLC, AFO, LLC and Nickel Cayman Management, LLC are companies directly or indirectly controlled by a trust of which Mr. Arison is a beneficiary. He is also an officer of Nickel Cayman Management, LLC and was an officer of AFO, LLC until his resignation in August 2020.

 

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GOVERNANCE

Related Person Transactions

 

Under the terms of the Lease Agreement, Carnival Corporation leases an aircraft beneficially owned by Ad Astra I, LLC for additional flight capacity from time-to-time in exchange for an hourly rent of $4,500 plus applicable taxes, which is based on market charter rates for similar aircraft as adjusted for costs of operations borne by Carnival Corporation (i.e., fuel, crew costs and line maintenance during its operation of the aircraft) and hourly service plan expenses.

Under the terms of the Services Agreements, Carnival Corporation provides aircraft management services to Nickel Cayman Management, LLC (and previously to AFO, LLC) with respect to the aircraft, including overseeing its operation, maintenance, and staffing, and is paid an annual fee of $216,000 (which is based on market rates for similar arrangements) (the “Service Fee”). In addition, Carnival Corporation is reimbursed for operating, maintenance and personnel costs and related third party costs incurred in connection with the services (“Service Costs”). The terms of the Aircraft Agreements are one year and renew automatically for one-year periods, unless terminated sooner by either party upon 30 days’ written notice.

During fiscal 2020, Carnival Corporation paid Ad Astra I, LLC $235,000 under the Lease Agreement, and Nickel Cayman Management, LLC and AFO, LLC collectively paid Carnival Corporation $216,000 for the Service Fee and reimbursed Carnival Corporation $1,920,000 for the Service Costs.

The Boards have reviewed and approved or ratified these transactions.

 

34				Carnival Corporation & plc 2021 Proxy Statement

SHARE OWNERSHIP

SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

Directors and Executive Officers

Set forth below is information concerning the share ownership as of January 14, 2021 of:

 

•

each of our Directors;

•

each individual named in the “Summary Compensation Table” which appears elsewhere in this Proxy Statement; and

•

all Directors and executive officers as a group.

The number of shares beneficially owned by each entity, person, Director or executive officer is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual would have the right to acquire as of March 14, 2021 (being 60 days after January 14, 2021) through the vesting of RSUs.

 

Name and Address of   Beneficial Owners or   Identity of Group(1)		Amount and Nature of Beneficial Ownership of Carnival Corporation Common Stock*					Percentage of Carnival Corporation Common Stock (%)					Amount and Nature of Beneficial Ownership of Carnival plc Ordinary Shares					Percentage of Carnival plc Ordinary Shares (%)					Percentage of  Combined Voting Power** (%)
Micky Arison				121,136,034	(2)(3)				13.0					0					—					11.1
Sir Jonathon Band				36,147					***					0					—					***
David Bernstein				40,123	(4)				***					0					—					***
Jason Glen Cahilly				22,246					***					0					—					***
Helen Deeble				24,955					***					0					—					***
Arnold W. Donald				625,803	(4)(5)				***					0					—					***
Jeffrey J. Gearhart				14,509					***					0					—					***
Richard J. Glasier				53,635					***					0					—					***
Stein Kruse				97,935	(4)				***					4,567					***					***
Katie Lahey				19,497					***					0					—					***
Sir John Parker				46,323					***					17,100	(6)				***					***
Arnaldo Perez				49,152	(4)(7)				***					0					—					***
Stuart Subotnick				67,066					***					0					—					***
Michael Thamm				0					—					98,893	(4)				***					***
Laura Weil				66,263					***					0					—					***
Randall J. Weisenburger				1,393,367					***					0					—					***
All Directors and executive officers as a group    (16 persons)				123,609,971					13.3					115,993					***					11.3

*

As part of the establishment of the DLC arrangement, Carnival plc issued a special voting share to Carnival Corporation, which transferred such share to the trustee of the P&O Princess Special Voting Trust (the “Trust”), a trust established under the laws of the Cayman Islands. Trust shares of beneficial interest in the Trust were transferred to Carnival Corporation. The trust shares represent a beneficial interest in the Carnival plc special voting share. Immediately following the transfer, Carnival Corporation distributed such trust shares by way of a dividend to holders of shares of Carnival Corporation common stock. Under a pairing agreement, the trust shares of beneficial interest in the Trust are paired with, and evidenced by, certificates representing shares of Carnival Corporation common stock on a one-for-one basis. In addition, under the pairing agreement, when a share of Carnival Corporation common stock is issued to a person after the implementation of the DLC arrangement, a paired trust share will be issued at the same time to such person. Each share of Carnival Corporation

 

Carnival Corporation & plc 2021 Proxy Statement		35

SHARE OWNERSHIP

Share Ownership of Certain Beneficial Owners and Management

 

common stock and the paired trust share may not be transferred separately. The Carnival Corporation common stock and the trust shares (including the beneficial interest in the Carnival plc special voting share) are listed and trade together on the New York Stock Exchange under the ticker symbol “CCL.” Accordingly, each holder of Carnival Corporation common stock is also deemed to be the beneficial owner of an equivalent number of trust shares.

**

As a result of the DLC arrangement, on most matters that affect all of the shareholders of Carnival Corporation and Carnival plc, the shareholders of both companies effectively vote together as a single decision-making body. Combined voting is accomplished through the special voting shares that have been issued by each company.

***	Less than one percent.

(1)	The address of each individual is 3655 N.W. 87 Avenue, Miami, Florida 33178.

(2)

Mr. Arison is a member of the Arison Group (defined below), which has filed a joint statement on Schedule 13D with respect to the shares of Carnival Corporation common stock held by such persons. Each member of the Arison Group may be deemed to own the shares of common stock held by all other members of the Arison Group. For information on the share ownership of other members of the Arison Group, see “Principal Shareholders” table below.

(3)

Includes (i) 4,934,166 shares of common stock held by the various Arison family trusts, (ii) 80,736,445 shares of common stock held by MA 1994 B Shares, L.P. and (iii) 35,465,423 shares of common stock held by the Artsfare 2005 Trust No. 2 by virtue of the authority granted to Mr. Arison under the last will of Ted Arison. Mr. Arison does not have an economic interest in the shares of common stock held by Artsfare 2005 Trust No. 2.

(4)	Includes PBS and SFS grants scheduled to be released on February 12, 2021. The executive officer will also receive additional shares at the time of vesting to take into account dividend reinvestment during the period.

(5)	Includes 565,199 shares held by The Arnold W. Donald Revocable Trust UAD 5/26/98.

(6)	Includes 7,048 shares held by Barclays Wealth on behalf of Barnett Waddingham Trustees Ltd., the trustee for Sir John Parker’s Fixed Unapproved Restricted Retirement Scheme.

(7)	Includes 34,832 shares held by The Arnaldo Perez Trust U/A/D 3/18/2014.

Principal Owners

Set forth below is information concerning the share ownership of as of January 14, 2021:

 

•

all persons known by us to be the beneficial owners of more than 5% of the 932,485,510 shares of Carnival Corporation common stock and trust shares of beneficial interest in the P&O Princess Special Voting Trust outstanding; and

•

all persons known by us to be the beneficial owners of more than 5% of the 183,830,161 ordinary shares of Carnival plc outstanding, 25,666,636 of which are directly or indirectly owned by Carnival Corporation and have no voting rights.

 

36				Carnival Corporation & plc 2021 Proxy Statement

SHARE OWNERSHIP

Share Ownership of Certain Beneficial Owners and Management

 

Micky Arison, Chair of the Board of each of Carnival Corporation and Carnival plc, certain other members of the Arison family and trusts for their benefit (collectively, the “Arison Group”), beneficially own shares representing approximately 13.0% of the voting power of Carnival Corporation and approximately 11.1% of the combined voting power of Carnival Corporation & plc and have informed us that they intend to cause all such shares to be voted in favor of Proposals 1 through 21. The table below begins with the ownership of the Arison Group.

 

Name and Address of Beneficial   Owners or Identity of Group		Amount and Nature of Beneficial Ownership of Carnival Corporation Common Stock*		Percentage of Carnival Corporation Common Stock (%)		Amount and Nature of Beneficial Ownership of Carnival plc Ordinary Shares				Percentage of Carnival plc Ordinary Shares (%)		Percentage of   Combined   Voting   Power**   (%)
MA 1994 B Shares, L.P. 1201 North Market Street Wilmington, DE 19899		80,736,445(1)(2)		8.7			0			—		7.4
MA 1994 B Shares, Inc. 1201 North Market Street Wilmington, DE 19899		80,736,445(1)(2)		8.7			0			—		7.4
Artsfare 2005 Trust No. 2 c/o SunTrust Delaware Trust Company 1011 Centre Road, Suite 108 Wilmington, DE 19805		35,465,423(1)(4)		3.8			0			—		3.3
Verus Protector, LLC Two Alhambra Plaza, Suite 1040 Coral Gables, FL 33134		35,465,423(1)(3)		3.8			0			—		3.3
Richard L. Kohan Two Alhambra Plaza, Suite 1040 Coral Gables, FL 33134		121,138,034(1)(4)		13.0			0			—		11.1
James M. Dubin Madison Place Partners, LLC One Madison Place Harrison, NY 10528		85,671,611(1)(5)(7)		9.2			0			—		7.9
JMD Delaware, LLC 1201 North Market Street Wilmington, DE 19899		82,419,457(1)(5)(7)		8.9			0			—		7.6
KLR, LLC Two Alhambra Plaza, Suite 1040 Coral Gables, FL 33134		82,419,457(1)(8)		8.9			0			—		7.6
Nickel 2015-94 B Trust 1313 North Market Street, Suite 5300 Wilmington, DE 19801		80,736,445(1)(2)		8.7			0			—		7.4
SunTrust Delaware Trust Company 1011 Centre Road, Suite 108 Wilmington, DE 19805		35,465,423(1)(6)		3.8			0			—		3.3
Norges Bank Bankplassen 2 PO Box 1179 Sentrum		0		—			7,995,215	(9)		5.1		***

*, ** and *** have the same meanings as indicated in the table above.

 

(1)	The Arison Group has filed a joint statement on Schedule 13D with respect to the shares of Carnival Corporation common stock held by such persons. Each member of the Arison Group may be deemed to own the shares of common stock held by all other members of the Arison Group.

(2)

MA 1994 B Shares, L.P. (“MA 1994, L.P.”) owns 85,736,445 shares of common stock. The general partner of MA 1994, L.P. is MA 1994 B Shares, Inc. (“MA 1994, Inc.”), which is wholly-owned by the Nickel 2015-94 B Trust, a trust established for the benefit of Mr. Arison and members of his family (the “B Trust”). The sole limited partner of MA 1994, L.P. is the B Trust. Under the terms of the instrument governing the B Trust, Mr. Arison has the sole right to vote and direct the sale of the common stock indirectly held by the B Trust. By virtue of the limited partnership agreement of MA 1994, L.P., MA 1994, Inc. may be deemed to beneficially own all such 85,736,445 shares of common stock. By virtue of the B Trust being the sole stockholder of MA 1994, Inc., the B Trust may be deemed to beneficially own all such 85,736,445 shares of common stock. By virtue of Mr. Arison’s interest in the B Trust and the B Trust’s interest in MA 1994, L.P., Mr. Arison may be deemed to beneficially own all such 85,736,445 shares of common stock. The administrative trustee of the B Trust is the Northern Trust Company of Delaware.

(3)	Verus Protector, LLC is the protector of Artsfare 2005 Trust No. 2. Verus Protector, LLC has shared voting and dispositive power with respect to the shares of common stock held by Artsfare 2005 Trust No. 2.

 

Carnival Corporation & plc 2021 Proxy Statement		37

SHARE OWNERSHIP

Share Ownership of Certain Beneficial Owners and Management

 

(4)

By virtue of being the sole member of Verus Protector, LLC, the sole member of KLR, LLC and a trustee of various Arison family trusts, Mr. Kohan may be deemed to own the aggregate of 126,136,034 shares of common stock beneficially owned by such entities, as to which he disclaims beneficial ownership. Mr. Kohan owns 1,000 shares of common stock directly and owns 1,000 shares of common stock indirectly by virtue of such shares owned by Mr. Kohan’s wife.

(5)	By virtue of being the sole member of JMD Delaware, LLC and trustee of various Arison family trusts, Mr. Dubin may be deemed to own the aggregate of 90,670,611 shares of common stock beneficially owned by such entities, as to which he disclaims beneficial ownership.

(6)	SunTrust Delaware Trust Company acts as trustee for the Artsfare 2005 Trust No. 2.

(7)	JMD Delaware, LLC is a Delaware limited liability company wholly owned by Mr. Dubin. JMD Delaware, LLC acts as an investment and distribution advisor of various Arison family trusts and has shared dispositive power over the shares of common stock held by certain of such trusts.

(8)	KLR, LLC is a Delaware limited liability company wholly owned by Mr. Kohan. KLR, LLC acts as an investment and distribution advisor for various Arison family trusts and has shared dispositive power over the shares of common stock held by certain of such trusts.

(9)	As reflected in a Schedule 13G, filed on February 14, 2020, with the SEC, Norges Bank reported sole voting power and sole dispositive power over 7,983,882 ordinary shares and shared dispositive power over 11,333 shares.

 

38				Carnival Corporation & plc 2021 Proxy Statement

COMPENSATION

PROPOSAL 13

ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION

 

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and pursuant to Section 14A of the Exchange Act, our shareholders are being provided with the opportunity to cast an advisory (non-binding) vote to approve our executive compensation. We refer to this vote as the “say-on-pay” vote. Although this vote is advisory and is not binding on the Boards, the Compensation Committees will take into account the outcome of the vote when considering future executive compensation decisions.

The “say-on-pay” vote is required to be offered to our shareholders at least once every three years. In 2017, our Boards recommended that we provide shareholders with the opportunity to cast their “say-on-pay” vote each year and our shareholders agreed. As a result, the next “say-on-pay” vote is expected to occur at the 2022 Annual Meetings of Shareholders.

The Boards are committed to corporate governance best practices and recognize the significant interest of shareholders in executive compensation matters. The Compensation Committees seek to balance short-term and long-term compensation opportunities to enable Carnival Corporation and Carnival plc to meet short-term objectives while continuing to produce value for their shareholders over the long-term. They also promote a compensation program designed to attract, motivate and retain key executives. As discussed in the Compensation Discussion and Analysis, the Compensation Committees believe that our current executive compensation program directly links executive compensation to our performance and aligns the interests of our Named Executive Officers with those of our shareholders. For example:

 

•

Our compensation philosophy places more emphasis on variable elements of compensation (such as annual bonuses and equity-based compensation) than fixed remuneration.

•

In accordance with the Compensation Committees’ focus on long-term shareholder returns, they approved performance-based share grants for our Named Executive Officers which vest based upon the extent to which certain pre-grant or post-grant performance criterion are attained. These grants also have maximum payout limitations. Performance criterion may include annual operating income (“OI”), return on invested capital (“ROIC”), absolute total shareholder return (“TSR”) and/or TSR rank relative to the Peer Group (defined below).

•

To further promote long-term shareholder alignment, we require our Named Executive Officers to meet and maintain stock ownership requirements.

•

The Compensation Committees review the position of each element of total direct compensation relative to the competitive market, and use the range of total direct compensation levels in the competitive market to assess the extent to which the compensation provided to our Named Executive Officers is generally consistent with that offered by the competitive market to their named executive officers.

•

Carnival Corporation & plc does not offer U.S. executives excise tax gross-up protections.

We encourage you to read our Compensation Discussion and Analysis contained within this Proxy Statement for a more detailed discussion of our compensation policies and procedures.

Our shareholders have the opportunity to vote for or against, or to abstain from voting on, the following resolution:

“Resolved, that the shareholders approve the compensation of our Named Executive Officers as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this Proxy Statement).”

 

Carnival Corporation & plc 2021 Proxy Statement		39

COMPENSATION

Advisory (Non-Binding) Vote to Approve the Carnival plc Directors’ Remuneration Report

 

The Boards of Directors unanimously recommend a vote FOR approval of the compensation of our Named Executive Officers as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this Proxy Statement).

PROPOSAL 14

ADVISORY (NON-BINDING) VOTE TO APPROVE THE CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT

 

In accordance with Section 439 of the Companies Act and Schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended (the “LMCG Regulations”), shareholders are voting to approve adoption of the Carnival plc Directors’ Remuneration Report. The Carnival plc Directors’ Remuneration Report is in two parts. Part I also constitutes the Compensation Discussion and Analysis as required by regulations promulgated by the SEC, and includes information that Carnival plc is required to disclose in accordance with the LMCG Regulations. Part II of the Carnival plc Directors’ Remuneration Report is set forth as Annex B to this Proxy Statement and includes the additional information that Carnival plc is required to disclose in accordance with the LMCG Regulations, including certain information which has been audited for the purposes of the Carnival plc Annual Report.

UK law only requires an advisory vote on the substance and content of the Carnival plc Directors’ Remuneration Report. Accordingly, disapproval of this Proposal 14 will not require us to amend the report or require any Director to repay any amount. However, the Boards and Compensation Committees are expected to take into account both the voting result and the views of our shareholders in their application, development and implementation of compensation policies and plans.

The Boards of Directors unanimously recommend a vote FOR the approval of the Carnival plc Directors’ Remuneration Report.

COMPENSATION DISCUSSION AND ANALYSIS

and

CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT – PART I

 

Introduction

Carnival Corporation and Carnival plc are separate legal entities (together referred to in this Report as “Carnival Corporation & plc”) and each company has its own Board of Directors and Compensation Committee. However, as is required by the agreements governing the DLC arrangement, the Boards of Directors and members of the Committees of the Boards, including the Compensation Committees, are identical and there is a single senior management team.

Carnival Corporation and Carnival plc are subject to disclosure regimes in the U.S. and UK. While some of the disclosure requirements are the same or similar, some are very different. As a result, the Carnival plc Directors’ Remuneration Report is in two parts. The information contained in this Part I constitutes the Compensation Discussion and Analysis as required by regulations promulgated by the SEC and includes information that Carnival plc is required to disclose in accordance with Schedule 8 of the LMCG Regulations. Part II of the Carnival plc Directors’ Remuneration Report is set forth as Annex B to this Proxy Statement and includes the additional information that Carnival plc is required to disclose in accordance with the LMCG Regulations, including certain information that has been audited for the purposes of the Carnival plc Annual Report.

 

40				Carnival Corporation & plc 2021 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

 

Parts I and II of the Carnival plc Directors’ Remuneration Report are in compliance with the LMCG Regulations, the UK Corporate Governance Code, the Companies Act and the Listing Rules of the UK Financial Conduct Authority (the “FCA”). Both Parts I and II form part of the Carnival plc Annual Report for the year ended November 30, 2020.

Pursuant to rules promulgated by the SEC and the LMCG Regulations, this Compensation Discussion and Analysis reviews the compensation of the following Named Executive Officers of Carnival Corporation & plc:

 

Named Executive Officers
Arnold W. Donald		President and Chief Executive Officer
David Bernstein		Chief Financial Officer and Chief Accounting Officer
Stein Kruse		Former Group Chief Executive Officer of Holland America Group and Carnival UK
Arnaldo Perez		Secretary & Former General Counsel
Michael Thamm		Group Chief Executive Officer of Costa Group and Carnival Asia

Executive Summary

Our executive compensation program was designed to reward financial results and effective strategic leadership through use of both short-term rewards and long-term incentives and to promote alignment of the financial interests of our executive officers with our shareholders. We seek to provide a total direct compensation package (salary, bonus and equity grants) that allows us to be competitive in the labor markets where we compete for executive talent, adjusted as necessary to take into consideration factors including the relevant senior executive’s performance, experience and responsibilities. We endeavored to align our compensation program’s performance measures with the interests of our shareholders and senior executives by linking actual pay to operating performance and shareholder outcomes.

Our compensation philosophy has historically been to emphasize at-risk incentive pay in order to drive a pay-for-performance culture. In furtherance of this philosophy, all direct compensation for our Named Executive Officers, other than base salary, was 100% at-risk and performance-based.

Given the impact of the COVID-19 pandemic, we made changes to the compensation elements of our Named Executive Officers as outlined below.

Most of our executive officers are located in the U.S., with others based in Europe. As a global entity, it is challenging to establish consistent compensation practices across geographic and operating company units that satisfy the particular requirements of all jurisdictions and local market demands. Since the largest presence of executive officers is in the U.S., our compensation policies primarily reflect U.S. market practices. However, the Compensation Committees seek to incorporate UK compensation principles, including those contained in the UK Corporate Governance Code, to the degree practicable.

 

Carnival Corporation & plc 2021 Proxy Statement		41

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

 

Summary

 

Pre-Pause in Guest Cruise Operations
105 ships   Under nine global brands with a diverse workforce of 150,000 team members		Over 700 ports   Visited totaling 254,000 lower berths		13 million guests in 2019   Nearly 45 percent of global cruise guests
Fiscal 2020
9 month pause in sailing   For substantially all our fleet due to the COVID-19 pandemic		$10.2 billion net loss   vs. $3.0 billion in net income in fiscal 2019 on account of the extended pause in sailing		3% earned in incentive pay   For Named Executive Officers for the performance periods ending November 30, 2020

Prior to COVID-19, Carnival Corporation & plc had a fleet of over 100 ships that visited over 700 ports around the world and carried 13 million guests in 2019.

In fiscal 2019, prior to the COVID-19 pandemic, we demonstrated strong business momentum with a record $20.8 billion in total revenues, net income of $3.0 billion and record adjusted net income of $3.0 billion, representing the highest full-year adjusted earnings in our history for the fourth straight year. In the face of the global impact of COVID-19, we paused our guest cruise operations in mid-March 2020. In response to this unprecedented situation, we acted to protect the health and safety of guests and shipboard team members, optimize the pause in guest operations and increase our liquidity position. This marked the first complete cessation of our guest cruise operations in our nearly 50-year history.

As a result of the pause, our fleet was not engaged in guest cruise operations for primarily all of fiscal 2020. We anticipate a gradual return to service over time. As we have never previously experienced a complete cessation of our guest cruise operations, we cannot predict the timing of our complete return to service and when various ports will open to our ships. We believe the ongoing effects of COVID-19 on our operations and global bookings have had, and will continue to have, a material negative impact on our financial results and liquidity. Consistent with our long-standing pay-for-performance philosophy, payments were limited to 3% of target, in aggregate, under any executive incentive plans for the fiscal year ended November 30, 2020.

 

42				Carnival Corporation & plc 2021 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

 

Response to COVID-19 Pandemic and Business Recovery Strategy

We have been deliberate and decisive in our response to the COVID-19 pandemic:

 

Health and Safety		Liquidity		Fleet Optimization
As the understanding of COVID-19 continues to evolve, we have been working with a number of world-leading public health, epidemiological and policy experts to support our ongoing efforts with enhanced protocols and procedures for the return of cruise vacations. These advisors will continue to provide guidance based on the latest scientific evidence and best practices for protection and mitigation, as well as regulatory requirements.		We have taken, and continue to take, significant actions to preserve cash and obtain additional capital to increase our liquidity. Between March 2020 and January 14, 2021, we raised $19 billion through a series of transactions.		We expect future capacity to be moderated by the phased re-entry of our ships, the removal of capacity from our fleet and delays in new ship deliveries. Since the pause in guest operations, we have accelerated the removal of ships in 2020 which were previously expected to be sold over the ensuing years. We now expect to dispose of 19 ships, 15 of which have already left the fleet as of January 14, 2021. In total, the 19 ships represent approximately 13 percent of pre-pause capacity and only three percent of operating income in fiscal 2019. The sale of less efficient ships will result in future operating expense efficiencies of approximately two percent per available lower berth day (“ALBD”) and a reduction in fuel consumption of approximately one percent per ALBD.

Protecting the Health and Safety of Guests and Team Members

Early in the pause period, we returned over 260,000 guests to their homes, coordinating with a large number of countries around the globe. We chartered aircraft, utilized commercial flights and even used our ships to sail home guests who could not fly. We also worked around the clock with various local governmental authorities to repatriate our shipboard team members as quickly as possible, using our ships and chartering hundreds of planes. We focused on the physical and mental health of our shipboard team members who experienced extended stays onboard during our repatriation efforts. Wherever possible, we provided shipboard team members with single occupancy cabin accommodations, many with a window or balcony. Shipboard team members also had access to fresh air and other areas of the ship, movies and internet, and available counseling. We were able to successfully repatriate our shipboard team members to more than 130 countries around the globe, other than the safe manning team members who remained on the ships.

 

Carnival Corporation & plc 2021 Proxy Statement		43

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

 

We also implemented significant changes in the way we work, pivoting our shoreside operations to allow for remote working, where possible, in order to facilitate physical distancing protocols. We believe these measures are critical to helping keep our employees, their families and the communities in which we work safe and healthy.

Resumption of Guest Operations

We resumed limited guest operations in September 2020, with Costa Cruises (“Costa”) and then with AIDA Cruises (“AIDA”) in October 2020. The initial cruises will continue to take place with adjusted passenger capacity and enhanced health protocols developed with government and health authorities, and guidance from our roster of medical and scientific experts. As of January 14, 2021, none of our ships were operating with guests onboard. These and other brands and ships are expected to return to service over time, as part of our goal to provide guests with unmatched joyful vacations in a manner consistent with our vision regarding our highest priorities, which are compliance, environmental protection and the health, safety and well-being of our guests, crew, shoreside employees and the people in the communities our ships visit.

Health and Safety Protocols

As the understanding of COVID-19 continues to evolve, we have been working with a number of world-leading public health, epidemiological and policy experts to support our ongoing efforts with enhanced protocols and procedures for the return of cruise vacations. These advisors will continue to provide guidance based on the latest scientific evidence and best practices for protection and mitigation, as well as regulatory requirements.

Working with governments, national health authorities and medical experts, Costa and AIDA have a comprehensive set of health and hygiene protocols that has helped facilitate a safe and healthy return to cruise vacations. These enhanced protocols are modeled after shoreside health and mitigation guidelines as provided by each brand’s respective country, and approved by all relevant regulatory authorities of the flag state, Italy. Protocols will be updated based on evolving scientific and medical knowledge related to mitigation strategies. Costa is the first cruise company to earn the Biosafety Trust Certification from Registro Italiano Navale. The certification process examined all aspects of life onboard and ashore and assessed the compliance of the system with procedures aimed at the prevention and control of infections.

We are also working directly with the Centers for Disease Control and Prevention (“CDC”) on the development of protocols necessary to resume cruising from the U.S. We, in conjunction with our advisors, are currently evaluating the requirements set forth in the CDC’s Framework for Conditional Sailing Order effective as of October 30, 2020. The current framework consists of several initial requirements that cruise ship operators will need to follow prior to resuming guest operations. Further, the current framework is subject to additional technical instructions and orders from the CDC and may change based on public health considerations. While the current framework represents an important step in our return to service, many uncertainties remain.

Our plans to resume U.S. operations will be designed to comply with the numerous requirements in the CDC’s framework. We continue to work closely with governments and health authorities in other parts of the world to ensure that our health and safety protocols will also comply with the requirements of each location. Implementing these initial and subsequent requirements may result in an increase in cost and take time before the continued resumption of our guest operations.

 

44				Carnival Corporation & plc 2021 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

 

Liquidity

We have taken, and continue to take, significant actions to preserve cash and obtain additional capital to increase our liquidity. Between March 2020 and January 14, 2021, we have raised $19 billion through a series of transactions.

Optimizing the Pause in Guest Operations

While our highest responsibility and top priorities remain focused on maintaining compliance everywhere we operate, protecting the environment and the health, safety and well-being of our guests, the people in the communities we touch and serve, and our shipboard and shoreside employees, we significantly reduced operating expenses by transitioning ships into pause status, reducing marketing and selling expenses, implementing a combination of layoffs, furloughs, reduced work weeks and salary and benefit reductions across the company, including senior management, instituting a hiring freeze across the organization and significantly reducing consultant and contractor roles. In addition, we reduced non-newbuild capital expenditures.

Optimizing the Future Fleet

We expect future capacity to be moderated by the phased re-entry of our ships, the removal of capacity from our fleet and delays in new ship deliveries. Since the pause in guest operations, we have accelerated the removal of ships in 2020 which were previously expected to be sold over the ensuing years. We now expect to dispose of 19 ships, 15 of which have already left the fleet as of January 14, 2021. In total, the 19 ships represent approximately 13 percent of pre-pause capacity and only three percent of operating income in 2019. The sale of less efficient ships is expected to result in future operating expense efficiencies of approximately two percent per ALBD and a reduction in fuel consumption of approximately one percent per ALBD.

Since the pause in guest cruise operations began and through November 30, 2020, we have taken delivery of only two (Enchanted Princess and Iona) of the four ships originally scheduled for delivery in fiscal 2020. Subsequent to November 30, 2020 and through January 14, 2021, we took delivery of two additional ships (Mardi Gras and Costa Firenze). We expect only one more ship to be delivered in fiscal 2021 compared to five ships that were originally scheduled for delivery in fiscal 2021.

Based on the actions taken to date and the scheduled newbuild deliveries through 2022, our fleet is expected to only experience a 1.9 percent compounded annual average capacity growth rate through 2022, be more cost efficient with a roughly 14 percent larger average berth size per ship and an average age of 12 years in 2022 versus 13 years, in each of these cases as compared to 2019.

 

Carnival Corporation & plc 2021 Proxy Statement		45

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

 

Fiscal 2020 Performance-Based Compensation (pre-pause)

Our fiscal 2020 incentive compensation program was established at the beginning of the year (pre-pause) after a comprehensive review of our business strategy, operating outlook and in consideration of shareholder feedback and support. The fiscal 2020 program, which structurally resembled the fiscal 2019 incentive compensation program, further supported our compensation philosophy, which emphasizes at-risk incentive pay to drive a pay-for-performance culture. All incentive plans established at the beginning of the fiscal 2020 year for our Named Executive Officers were 100% at-risk and performance-based.

 

Management Incentive Plan		Management Incentive Plan-Tied Equity (“MTE”)		Performance-Based Shares (“PBS”)		Shareholder Equity Alignment (“SEA”)
Formulaic annual cash incentive plan.   Measures annual OI and Health, Environmental, Safety and Security (“HESS”) goals.		Equity award contingent upon one-year OI and HESS performance in connection with the Management Incentive Plan.   Performance determines the number of shares granted, which vests two years from the date of grant.		Long-term performance-based shares.   Measures long-term normalized OI growth and ROIC over a three-year performance period.		Long-term performance-based shares.   Measures Carnival Corporation’s absolute and relative TSR over a three-year performance period.

Subsequent Pay Actions to Support Business Stability and Recovery

In the face of the global impact of COVID-19, we paused our guest cruise operations in mid-March. In response to this unprecedented situation, we acted to protect the health and safety of guests and shipboard team members, optimize the pause in guest operations and increase our liquidity position. In September, we began the resumption of limited guest operations as part of our phased-in return to service. As of January 14, 2021, none of our ships were operating with guests onboard. We anticipate a gradual return to service over time. As we have never previously experienced a complete cessation of our guest cruise operations, we cannot predict the timing of our complete return to service and when various ports will reopen to our ships.

The Compensation Committees and management discussed the merits of resetting quantitative performance goals for outstanding incentives or making other adjustments to recognize that the initial fiscal 2020 incentive plan structure was developed under the backdrop of record business results and could not anticipate the unprecedented negative impact of a global COVID-19 pandemic. The Compensation Committees ultimately decided not to modify any outstanding grants as we were unable to definitively determine when the fleet would return to normal operations.

 

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Instead, given that the global COVID-19 pandemic would have a long-term impact on our organization, the Compensation Committees elected to take special actions to preserve cash, promote retention and leadership stability and realign compensation around our business’ sudden change in priorities to ensure management was incentivized and rewarded for achieving them.

 

Stock for Salary Grants		Salary Reduction		Special Retention and Incentive Program
In efforts to preserve cash, Messrs. Donald, Bernstein, Kruse and Thamm received RSU grants in lieu of base salary for the three-month period from April 1, 2020 to June 30, 2020, with such RSUs remaining restricted until February 12, 2021.		From July 1, 2020 to November 30, 2020, reduced the base salaries of Mr. Donald by 50%, Messrs. Bernstein, Kruse and Thamm by 25% and Mr. Perez by 20%.		A one-time program was adopted in August 2020 to align the workforce around business recovery actions. Over 5,400 employees were eligible to participate in this program.   For our Named Executive Officers, 50% of the plan was delivered in the form of retention grants that vest semi-annually over a two-year period and 50% was delivered in the form of special performance-based grants which are subject to environmental, social and governance (“ESG”) performance goals that cliff vest in February 2023.

The retention grants were designed to promote retention and leadership stability. The special performance-based grants were designed to reward qualitative performance objectives under an extended pause in cruise operations. The objective was to concentrate global company-wide efforts on our highest near-term priorities, which are to be in compliance everywhere we operate in the world, to protect the environment and the health, safety and well-being of our guests, the people in the communities we touch and our shipboard and shoreside employees.

Pay for Performance

 

CEO Target Total Direct Compensation   Our executive compensation program directly links executive compensation to our performance and aligns the interests of our Named Executive Officers with those of our shareholders.   As demonstrated by our CEO’s mix of pay, our compensation philosophy places more emphasis on variable elements of compensation (such as annual bonus and equity-based compensation) than fixed remuneration.

 

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Process for Making Compensation Determinations

The Compensation Committees determine the compensation policy and the compensation payable to all of our executive officers. The Compensation Committees interact with the management of Carnival Corporation & plc on compensation issues primarily through communications, meetings and discussions with the Chief Executive Officer, the Chair of the Boards of Directors and the Chief Human Resources Officer, who also attend meetings of the Compensation Committees as requested by the Compensation Committees. As part of the fiscal 2020 annual compensation determination process, the Chief Executive Officer and the Chair of the Boards of Directors recommended to the Compensation Committees key initiatives and goals for Carnival Corporation & plc at the beginning of the fiscal year.

At the onset of the COVID-19 pandemic, the Boards of Directors held weekly meetings to receive updates on the status of operations, cash preservation efforts and repatriation and employee welfare issues and provided feedback to management, which also informed the Compensation Committees’ efforts. After the pause in operations as a result of the COVID-19 pandemic, the Compensation Committees consulted with the leadership team and FW Cook on matters such as compensation planning, staffing levels and retention incentives with the dual goals of supporting employees and preserving cash. The Compensation Committees took into consideration business needs and the impact of decisions on employees and shareholders. Key compensation decisions undertaken included:

 

•

no change to fiscal 2020 Management Incentive Plan or MTE targets, resulting in no payouts;

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no change to performance metrics of the 2020 PBS grants;

•

reduction of base salary from July 1 through November 30, 2020 for leadership team and shoreside employees; and

 

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•

use of equity grants to preserve cash and provide:

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base salary for April 1 through June 30, 2020 to our leadership team, which included Messrs. Donald, Bernstein, Kruse and Thamm;

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severance payments to involuntarily separating employees; and

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special equity-based grants to remaining employees to promote retention and to realign around the new priorities.

After the fiscal year was completed, the Chief Executive Officer and the Chair of the Boards of Directors reviewed with the Compensation Committees the results of those initiatives, progress towards goals and other material items relating to overall Carnival Corporation & plc performance. The Chief Executive Officer reviewed the annual competitive market analysis provided by the independent consultant, as well as individual performance of each Named Executive Officer and the results of the group of brands or company-wide results, as appropriate, and provided the Compensation Committees with recommended total target compensation levels for each Named Executive Officer, except for his own. The compensation for our Named Executive Officers’ was then determined by the Compensation Committees using their discretion to evaluate the individual performance of our Named Executive Officers and the overall performance of Carnival Corporation & plc.

Independent Compensation Consultants. The Compensation Committees have engaged Frederic W. Cook & Co., Inc. (“FW Cook”) (together with its UK affiliated firm, FIT Remuneration Consultants LLP (“FIT”)) to assist in their annual review of our executive and Director compensation programs. The Compensation Committees believe that FW Cook and FIT provided objective advice to the Compensation Committees. FW Cook and FIT provide no other services to Carnival Corporation & plc.

During fiscal 2020, a consultant from FW Cook attended meetings of the Compensation Committees and provided FW Cook’s views on proposed actions by the Compensation Committees.

During fiscal 2020, the Compensation Committees also engaged Willis Towers Watson (“WTW”) to assist the Compensation Committees with the U.S. and UK CEO Pay Ratio calculations and disclosures.

In accordance with the New York Stock Exchange rules relating to compensation consultant independence, the Compensation Committees have determined that FW Cook, FIT and WTW and their consultants are independent after taking into consideration the factors set forth in the New York Stock Exchange rules. Pursuant to the foregoing factors, the Compensation Committees have determined that FW Cook’s, FIT’s and WTW’s work raised no conflicts of interest.

Peer Group Characteristics. The Compensation Committees perform an annual review of the compensation practices of certain other publicly-listed companies with the assistance of their consultant. This annual market assessment consists of an analysis of executive pay at a group of publicly-listed peer companies.

In April 2019, based on the recommendations of FW Cook, the Compensation Committees approved a peer group listed below (the “Peer Group”), which was used when assessing the fiscal 2020 compensation for our Named Executive Officers. The Peer Group consists of 19 publicly-listed companies from diverse industries that exhibit similar pre-COVID-19 pandemic size and business characteristics with Carnival Corporation & plc. At the time the Peer Group was approved, our revenue ranked at the 45^th percentile and market capitalization ranked at the 59^th percentile of the Peer Group. We operate in a niche industry with a limited number of other publicly traded cruise operators. The Peer Group reflects the market in which we may compete for business, investor capital and/or executive talent and is more closely aligned to our business complexity, breath, scope, median reviews and market capitalization. The Peer Group reflects a balanced group of companies in the consumer

 

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discretionary sector, including media, retailing, services and transportation companies. For these reasons, the Peer Group was not changed in response to the COVID-19 pandemic and is anticipated to be used in assessing fiscal 2021 compensation for our Named Executive Officers.

 

Peer Group Companies
•		American Airlines Group Inc.		•		Marriott International, Inc.
•		Darden Restaurants, Inc.		•		McDonald’s Corporation
•		Delta Air Lines, Inc.		•		MGM Resorts International
•		FedEx Corporation		•		Mondelēz International, Inc.
•		General Mills, Inc.		•		Norwegian Cruise Line Holdings Ltd.
•		Hilton Worldwide Holdings Inc.		•		Royal Caribbean Cruises Ltd.
•		International Consolidated Airlines Group, S.A.		•		Starbucks Corporation
•		Kimberly-Clark Corporation		•		United Continental Holdings, Inc.
•		Las Vegas Sands Corp.		•		United Parcel Service, Inc.
•		Live Nation Entertainment, Inc.

Competitive Market (Peer Group) Comparison. Annually, the Compensation Committees’ independent consultant, FW Cook, conducts a competitive market review to assist the Compensation Committees in their assessment of our Named Executive Officers’ competitive positioning of total compensation relative to the markets in which Carnival Corporation & plc competes for executive talent. FW Cook conducted a competitive market assessment on behalf of the Compensation Committees for fiscal 2020. The Compensation Committees reviewed our aggregate Named Executive Officer total compensation in comparison to the competitive market, which consists of the Peer Group as well as third-party surveys that reflect a broad database of hundreds of companies. The Compensation Committees were not provided with the identities of the companies in the surveys generally (or of the subsets of companies which had data for relevant comparable positions). As applicable, any utilized survey data was combined with the data for the Peer Group to produce a consolidated aggregated competitive market range for total direct compensation.

These analyses suggest that, in the aggregate, total direct compensation levels for our Named Executive Officers are competitively positioned. The Compensation Committees, as advised by FW Cook, consider total direct compensation to be generally competitive when within a range of 15% above or below the market median. Actual pay positioning can vary based on factors including job responsibilities, experience, impact of role and individual performance.

Consistent with the approach that the Compensation Committees take in reviewing each element of total direct compensation, the Compensation Committees utilize these analyses to assess the extent to which the compensation provided to our Named Executive Officers is generally consistent with that offered by companies with whom Carnival Corporation & plc competes for executive level talent. The Compensation Committees do not use these analyses to peg any particular element of compensation (or total compensation) to any specific targeted Peer Group level.

Named Executive Officer Compensation Design, Elements and Pay Mix

The compensation elements for our Named Executive Officers consist of base salary, an annual bonus, equity-based compensation and perquisites.

 

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